UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
SCHEDULE 13G |
|
Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
WebMD Health Corp. |
(Name of Issuer) |
Common Stock, $.01 par value |
(Title of Class of Securities) |
94770V102 |
(CUSIP Number) |
December 31, 2014 |
(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 | 4,691,200 |
7. | Sole Dispositive Power | -0- |
8. | Shared Dispositive Power | 4,691,200 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 4,691,200 |
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | [ ] |
11. | Percent of Class Represented by Amount in Row (9) | 12.6% |
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 | 4,691,200 |
7. | Sole Dispositive Power | -0- |
8. | Shared Dispositive Power | 4,691,200 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 4,691,200 |
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | [ ] |
11. | Percent of Class Represented by Amount in Row (9) | 12.6% |
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 | 4,691,200 |
7. | Sole Dispositive Power | -0- |
8. | Shared Dispositive Power | 4,691,200 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 4,691,200 |
10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | [X]* |
11. | Percent of Class Represented by Amount in Row (9) | 12.6% |
12. | Type of Reporting Person | IN, HC |
* Excludes 3,300 shares of Common Stock issuable upon exercise of stock options vested as of December 31, 2014 that are held by Mr. Coleman.
CUSIP NO. 94770V102
Amendment No. 1 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 (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 Items 5 through 9 and 11 of the cover pages to this Amendment No. 1 to Schedule 13G is incorporated herein by reference. Ownership is stated as of December 31, 2014 and percentage ownership is based on 37,338,102 shares of Common Stock outstanding as of November 4, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 filed with the Securities and Exchange Commission on November 10, 2014.
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, 2015
| 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 |