SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
WebMD Health Corp.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
94770V102
(CUSIP Number)
Keith Schaitkin, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 18, 2012
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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).
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
1,326,537
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,326,537
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,537
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.33%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
1,326,537
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,326,537
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,537
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.33%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
1,326,537
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,326,537
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,537
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.33%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,155,311
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,155,311
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,311
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
750,133
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
750,133
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,133
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.32%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
330,188
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
330,188
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,188
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.58%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
3,235,632
9 SOLE DISPOSITIVE POWER
0
10 HARED DISPOSITIVE POWER
3,235,632
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,235,632
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
2,070,511
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,070,511
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,070,511
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
2,070,511
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,070,511
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,070,511
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,306,143
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,306,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.31%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1. NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,306,143
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,306,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.31%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 94770V102
1.NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,306,143
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,306,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.31%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,306,143
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,306,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.31%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 94770V102
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,306,143
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,306,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,306,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.31%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 94770V102
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
6,632,680
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,632,680
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,632,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.64%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 4 to the Schedule 13D relating to
the Common Stock, par value $0.01 (the "Shares"), issued by WebMD Health Corp.
(the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and
Exchange Commission on October 21, 2011, as amended by Amendment No. 1 to the
Schedule 13D filed on November 3, 2011, Amendment No. 2 to the Schedule 13D
filed on November 25, 2011 and Amendment No. 3 to the Schedule 13D filed on
November 30, 2011 (together, the "Schedule 13D"), on behalf of the Reporting
Persons (as defined in the Schedule 13D), to furnish the additional information
set forth herein. All capitalized terms contained herein but not otherwise
defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing the first two
sentences thereof with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the
aggregate, 6,632,680 Shares. The aggregate purchase price of the Shares
purchased by the Reporting Persons collectively was approximately $201.4 million
(including commissions and premiums).
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
The Reporting Persons believe that the Issuer should use cash on hand to
repurchase up to one billion dollars of its outstanding shares through a Dutch
tender with $30.00 per share as the high-end of the price range. This price
represents a 14% premium to the January 18, 2012 closing price which reflects
the news of the Issuer's most recent significant financial guidance
disappointment and the termination of its sale process.
The Reporting Persons may, from time to time and at any time: (i) acquire
additional Shares and/or other equity, debt, notes, instruments or other
securities (collectively, "Securities") of the Issuer in the open market or
otherwise; (ii) dispose of any or all of their Securities in the open market or
otherwise; or (iii) engage in any hedging or similar transactions with respect
to the Securities.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended by replacing
them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 6,632,680 Shares, representing approximately 11.64% of the
Issuer's outstanding Shares (based upon the statement by the Issuer in the
Issuer's Form 10-Q filed with the Securities and Exchange Commission on November
9, 2011, in which the Issuer stated 56,971,112 Shares were outstanding as of
November 4, 2011).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to
1,326,537 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Master has sole
voting power and sole dispositive power with regard to 2,155,311 Shares. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master II has sole voting
power and sole dispositive power with regard to 750,133 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master III has sole voting power and sole
dispositive power with regard to 330,188 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Partners has sole voting power and sole dispositive power with
regard to 2,070,511 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended, the "Act") the Shares which High River directly beneficially
owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn
Master III (as disclosed in Item 2), 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 directly beneficially
owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be
deemed to indirectly beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which Icahn Partners directly beneficially owns. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes.
Item 5 (c) of the Initial Schedule 13D is hereby amended by the addition of
the following:
(c) The following table sets forth all transactions with respect to Shares
effected since November 30, 2011, the date of the last amendment to Schedule 13D
filed by the Reporting Persons in respect of the Shares, inclusive of any
transactions effected through 5:00 p.m., New York City time, on January 18,
2012. Except as otherwise noted below, all such transactions were purchases of
Shares effected in the open market, and the table includes commissions paid in
per share prices.
Name of Date of Amount of Price
Reporting Person Transaction Securities Per Share
---------------- -------------- ----------- -----------
High River LP 01/10/2012 50,000.00 26.11
High River LP 01/11/2012 40,000.00 26.16
High River LP 01/12/2012 19,117.00 26.22
High River LP 01/18/2012 78,964.00 26.28
Icahn Partners LP 01/10/2012 110,578.00 26.11
Icahn Partners LP 01/11/2012 62,434.00 26.16
Icahn Partners LP 01/12/2012 29,839.00 26.22
Icahn Partners LP 01/18/2012 123,250.00 26.28
Master Fund LP 01/10/2012 41,330.00 26.11
Master Fund LP 01/11/2012 64,990.00 26.16
Master Fund LP 01/12/2012 31,062.00 26.22
Master Fund LP 01/18/2012 128,298.00 26.28
Master Fund II L.P. 01/10/2012 33,314.00 26.11
Master Fund II L.P 01/11/2012 22,619.00 26.16
Master Fund II L.P 01/12/2012 10,811.00 26.22
Master Fund II L.P 01/18/2012 44,653.00 26.28
Master Fund III L.P. 01/10/2012 14,778.00 26.11
Master Fund III L.P. 01/11/2012 9,957.00 26.16
Master Fund III L.P. 01/12/2012 4,758.00 26.22
Master Fund III L.P. 01/18/2012 19,654.00 26.28
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 18, 2012
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D - WebMD Health Corp. Amendment No. 4]