0001140361-12-002286.txt : 20120112 0001140361-12-002286.hdr.sgml : 20120112 20120112184303 ACCESSION NUMBER: 0001140361-12-002286 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120110 FILED AS OF DATE: 20120112 DATE AS OF CHANGE: 20120112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 12525046 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 12525045 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/ DATE OF NAME CHANGE: 19990517 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19950526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS LP CENTRAL INDEX KEY: 0001313666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 12525047 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4364 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners L P DATE OF NAME CHANGE: 20050107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001322827 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 12525042 BUSINESS ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 011 345 949-0100 MAIL ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners Master Fund LP DATE OF NAME CHANGE: 20050405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND III L.P. CENTRAL INDEX KEY: 0001414179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 12525043 BUSINESS ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND II L.P. CENTRAL INDEX KEY: 0001414181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 12525044 BUSINESS ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: C/O WALKER HOUSE STREET 2: 87 MARY STREET CITY: GRAND CAYMAN, CAYMAN ISLANDS STATE: E9 ZIP: KY1-9001 FORMER NAME: FORMER CONFORMED NAME: ICAHN PARTNERS MASTER FUND II LP DATE OF NAME CHANGE: 20071003 4 1 doc1.xml FORM 4 X0304 4 2012-01-10 0 0001326583 WebMD Health Corp. WBMD 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001414181 ICAHN PARTNERS MASTER FUND II L.P. C/O WALKER HOUSE 87 MARY STREET GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001414179 ICAHN PARTNERS MASTER FUND III L.P. C/O WALKER HOUSE 87 MARY STREET GEORGE TOWN E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP C/O WALKER HOUSE 87 MARY STREET GEORGE TOWN, GRAND CAYMAN E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001313666 ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 WebMD Health Corp. Common Stock (the "Shares") 2012-01-10 4 P 0 250000 26.11 A 5942274 I please see all footnotes WebMD Health Corp. Common Stock (the "Shares") 2012-01-11 4 P 0 200000 26.16 A 6142274 I please see all footnotes WebMD Health Corp. Common Stock (the "Shares") 2012-01-12 4 P 0 95587 26.22 A 6237861 I please see all footnotes High River Limited Partnership ("High River") directly beneficially owns 1,247,573 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,947,261 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,027,013 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 705,480 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 310,534 Shares. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. CARL C. ICHAN 2012-01-12