0000902664-17-003430.txt : 20170824 0000902664-17-003430.hdr.sgml : 20170824 20170824160535 ACCESSION NUMBER: 0000902664-17-003430 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170824 DATE AS OF CHANGE: 20170824 GROUP MEMBERS: BLUE HARBOUR GROUP, LP GROUP MEMBERS: BLUE HARBOUR HOLDINGS, LLC GROUP MEMBERS: CLIFTON S. ROBBINS SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81047 FILM NUMBER: 171049449 BUSINESS ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Harbour Group, L.P. CENTRAL INDEX KEY: 0001325256 IRS NUMBER: 562457376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-422-6560 MAIL ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Blue Harbour Group, LP DATE OF NAME CHANGE: 20050427 SC 13D/A 1 p17-1762sc13da.htm WEBMD HEALTH CORP.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

WebMD Health Corp.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

94770V102

(CUSIP Number)
 
 

David Silverman

Blue Harbour Group, LP

646 Steamboat Road

Greenwich, Connecticut 06830

(203) 422-6540

 

with a copy to:

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 22, 2017

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 
 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 94770V102SCHEDULE 13D/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Blue Harbour Group, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,658,166 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,658,166 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,658,166 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.13%

14

TYPE OF REPORTING PERSON

PN; IA

         

 

 

 

CUSIP No. 94770V102SCHEDULE 13D/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Blue Harbour Holdings, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,658,166 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,658,166 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,658,166 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.13%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 94770V102SCHEDULE 13D/APage 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

Clifton S. Robbins

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,658,166 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,658,166 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,658,166 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.13%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 94770V102SCHEDULE 13D/APage 5 of 7 Pages

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 6, 2017 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the common stock, $0.01 par value ("Common Stock"), of WebMD Health Corp., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
 

The Reporting Persons used $138,661,530 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.

 

The source of the funds used to acquire the Common Stock reported herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
 

(a) – (b)

 

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 2,658,166 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 7.13% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 37,303,875 shares of Common Stock issued and outstanding as of August 4, 2017, as reported in the Issuer's Schedule 14D-9, filed with the SEC on August 7, 2017.

 

For purposes of disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares of Common Stock for all other purposes.

 

(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.

 

 

 

CUSIP No. 94770V102SCHEDULE 13D/APage 6 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 24, 2017

 

 

BLUE HARBOUR GROUP, LP

 

  By: Blue Harbour Holdings, LLC, its general partner
   
  By: /s/ Clifton S. Robbins
    Name: Clifton S. Robbins
    Title: Managing Member
 

 

 

blue harbour holdings, llc

 

  By: /s/ Clifton S. Robbins
    Name: Clifton S. Robbins
    Title: Managing Member
   
   
  By: /s/ Clifton S. Robbins
  Clifton S. Robbins

 

 

 

CUSIP No. 94770V102SCHEDULE 13D/APage 7 of 7 Pages

Schedule I

TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

The following tables set forth all transactions in the Common Stock effected by each of the Reporting Persons in the past sixty days.

 

Manager

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
07/24/2017 (54,925) 65.99
08/09/2017 (50,526) 66.33
08/14/2017 (101,600) 66.32
08/15/2017 (3,463) 66.33
08/16/2018 (57,317) 66.32
08/17/2017 (600) 66.32
08/18/2017 (2,167) 66.32
08/22/2017 (432,572) 66.33