0000904454-17-000154.txt : 20170213 0000904454-17-000154.hdr.sgml : 20170213 20170213170653 ACCESSION NUMBER: 0000904454-17-000154 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81047 FILM NUMBER: 17600482 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: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 IRS NUMBER: 134079277 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 sc13ga_2-1-17_webmdhealth.htm SCHEDULE 13G/A, AMENDMENT NO. 1

CUSIP No. 94770V102

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
WebMD Health Corp.
(Name of Issuer)
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
94770V102
(CUSIP Number)
 
December 31, 2016
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 94770V102

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Kensico Capital Management Corp.
 
13-4079277
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
Delaware
Number of Shares Beneficially
Owned by Each Reporting
Person With
5.
Sole Voting Power
-0-
6.
Shared Voting Power
3,850,000
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
3,850,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,850,000
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
10.2%
12.
Type of Reporting Person
CO, IA

CUSIP No. 94770V102

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Michael B. Lowenstein
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of Shares Beneficially
Owned by Each Reporting
Person With
5.
Sole Voting Power
-0-
6.
Shared Voting Power
3,850,000
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
3,850,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,850,000
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
10.2%
12.
Type of Reporting Person
IN, HC

CUSIP No. 94770V102

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Thomas J. Coleman
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of Shares Beneficially
Owned by Each Reporting
Person With
5.
Sole Voting Power
-0-
6.
Shared Voting Power
3,850,000
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
3,850,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,850,000
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
10.2%
12.
Type of Reporting Person
IN, HC
CUSIP No. 94770V102


Amendment No. 3 to Schedule 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on behalf of the Reporting Persons with respect to the Common Stock of the Issuer on January 15, 2014, Amendment No. 1 thereto filed on February 13, 2015 and Amendment No. 2 thereto filed on February 16, 2016 (as so amended, the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are hereby amended and restated as follows:

Item 4.  Ownership.

(a) through (c):

The information set forth in the cover pages to this Amendment No. 3 to Schedule 13G is incorporated herein by reference.  Ownership is stated as of December 31, 2016 and percentage ownership is based on approximately 37,600,000 shares of Common Stock outstanding as of December 21, 2016 as reported in Exhibit 99.2 to the Issuer's Report on Form 8-K/A filed with the Securities and Exchange Commission on December 21, 2016.
CUSIP No. 94770V102
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 13, 2017

 
KENSICO CAPITAL MANAGEMENT CORP.
 
 
By:
/s/ Michael B. Lowenstein
   
Name:   Michael B. Lowenstein,
Authorized Signatory
 
 
 
MICHAEL B. LOWENSTEIN
 
/s/ Michael B. Lowenstein
 
 
 
THOMAS J. COLEMAN
 
/s/ Thomas J. Coleman