SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WebMD Health Corp.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
94770V102
(CUSIP Number)
Keith Schaitkin, Esq.
Deputy 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)
November 25, 2011
(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
1,138,456
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,138,456
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
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
1,138,456
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,138,456
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
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
1,138,456
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,138,456
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
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
1,889,631
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,889,631
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,889,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.32%
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
638,736
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
638,736
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
638,736
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%
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
281,041
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
281,041
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,041
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.49%
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
2,809,408
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,809,408
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,809,408
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.93%
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
1,744,410
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,744,410
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,744,410
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
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
1,744,410
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,744,410
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,744,410
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
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
4,553,818
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,553,818
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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
4,553,818
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,553,818
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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
4,553,818
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,553,818
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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
4,553,818
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,553,818
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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
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
4,553,818
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,553,818
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,553,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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
5,692,274
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,692,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,692,274
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 2 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 (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, 5,692,274 Shares. The aggregate purchase price of the Shares and
call options (including the exercise of such call options) purchased by the
Reporting Persons collectively was approximately $176.8 million (including
commissions and premiums).
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, 5,692,274 Shares, representing approximately 9.99% 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
1,138,456 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 1,889,631 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 638,736 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 281,041 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 1,744,410 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 3, 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 1:00 p.m., New York City time, on November 25,
2011. 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 AMOUNT PRICE PER
REPORTING OF OF SHARE/PREMIUM
PERSON TRANSACTION SECURITIES PER OPTION
--------- ----------- ---------- -------------
High River 11/04/2011 20,000.00 (1) 12.03 (2)
High River 11/07/2011 3,352.00 (1) 11.54 (2)
High River 11/08/2011 2,306.00 (1) 13.09 (2)
High River 11/09/2011 7,307.00 (1) 12.61 (2)
High River 11/10/2011 20,000.00 (1) 12.86 (2)
High River 11/17/2011 9,557.00 (1) 12.53 (2)
High River 11/18/2011 9,314.00 (1) 12.37 (2)
High River 11/21/2011 2,656.00 (1) 12.42 (2)
High River 11/22/2011 4,000.00 (1) 12.15 (2)
High River 11/25/2011 702,616.00 (3) 10.50 (4)
Icahn Partners 11/04/2011 30,645.00 (1) 12.03 (2)
Icahn Partners 11/07/2011 5,136.00 (1) 11.54 (2)
Icahn Partners 11/08/2011 3,533.00 (1) 13.09 (2)
Icahn Partners 11/09/2011 11,196.00 (1) 12.61 (2)
Icahn Partners 11/10/2011 30,645.00 (1) 12.86 (2)
Icahn Partners 11/17/2011 14,644.00 (1) 12.53 (2)
Icahn Partners 11/18/2011 14,271.00 (1) 12.37 (2)
Icahn Partners 11/21/2011 4,071.00 (1) 12.42 (2)
Icahn Partners 11/22/2011 6,128.00 (1) 12.15 (2)
Icahn Partners 11/25/2011 1,076,758.00 (3) 10.50 (4)
Icahn Master 11/04/2011 33,196.00 (1) 12.03 (2)
Icahn Master 11/07/2011 5,564.00 (1) 11.54 (2)
Icahn Master 11/08/2011 3,829.00 (1) 13.09 (2)
Icahn Master 11/09/2011 12,128.00 (1) 12.61 (2)
Icahn Master 11/10/2011 33,196.00 (1) 12.86 (2)
Icahn Master 11/17/2011 15,861.00 (1) 12.53 (2)
Icahn Master 11/18/2011 15,459.00 (1) 12.37 (2)
Icahn Master 11/21/2011 4,409.00 (1) 12.42 (2)
Icahn Master 11/22/2011 6,640.00 (1) 12.15 (2)
Icahn Master 11/25/2011 1,166,415.00 (3) 10.50 (4)
Icahn Master II 11/04/2011 11,221.00 (1) 12.03 (2)
Icahn Master II 11/07/2011 1,881.00 (1) 11.54 (2)
Icahn Master II 11/08/2011 1,294.00 (1) 13.09 (2)
Icahn Master II 11/09/2011 4,099.00 (1) 12.61 (2)
Icahn Master II 11/10/2011 11,221.00 (1) 12.86 (2)
Icahn Master II 11/17/2011 5,362.00 (1) 12.53 (2)
Icahn Master II 11/18/2011 5,226.00 (1) 12.37 (2)
Icahn Master II 11/21/2011 1,490.00 (1) 12.42 (2)
Icahn Master II 11/22/2011 2,244.00 (1) 12.15 (2)
Icahn Master II 11/25/2011 393,796.00 (3) 10.50 (4)
Icahn Master III 11/04/2011 4,938.00 (1) 12.03 (2)
Icahn Master III 11/07/2011 826.00 (1) 11.54 (2)
Icahn Master III 11/08/2011 569.00 (1) 13.09 (2)
Icahn Master III 11/09/2011 1,803.00 (1) 12.61 (2)
Icahn Master III 11/10/2011 4,938.00 (1) 12.86 (2)
Icahn Master III 11/17/2011 2,359.00 (1) 12.53 (2)
Icahn Master III 11/18/2011 2,300.00 (1) 12.37 (2)
Icahn Master III 11/21/2011 656.00 (1) 12.42 (2)
Icahn Master III 11/22/2011 988.00 (1) 12.15 (2)
Icahn Master III 11/25/2011 173,488.00 (3) 10.50 (4)
________________________
(1) Represents shares underlying American-style call options purchased by the
applicable Reporting Person in the over the counter market. These call
options expire on September 23, 2013.
(2) This amount represents the cost of an applicable American-style call
option to purchase one Share. The per share exercise price of these call
options is $19.50. This exercise price will be adjusted to account for any
dividends or other distributions declared by the Issuer prior to exercise
of the options.
(3) On November 25, 2011, the Reporting Persons exercised call options for an
aggregate of 3,513,073 Shares at an exercise price of $19.50 per Share,
which represents all call options held by the Reporting Persons as of the
date of this filing.
(4) This amount represents the average cost of an applicable American-style
call option to purchase one Share. The per share exercise price of these
call options is $19.50. On November 25, 2011, the Reporting Persons
exercised call options to acquire an aggregate of 3,513,073 Shares, which
represents all call options held by the Reporting Persons as of the date of
this filing.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the
following:
Call Options
------------
The Reporting Persons purchased, in the over the counter market,
American-style call options referencing an aggregate of 3,513,073 Shares, which
would have expired on September 23, 2013. On November 25, 2011, the Reporting
Persons exercised all such call options and thereby acquired 3,513,073 Shares,
in the aggregate.
Put Options
-----------
The Reporting Persons have sold, in the over the counter market,
European-style put options referencing an aggregate of 3,513,073 Shares, which
would have expired on the earlier of September 23, 2013 or the date on which the
corresponding American-style call option described above in this Item 6 is
exercised. On November 25, 2011, upon exercise of the call options described
above, all such put options terminated pursuant to their terms.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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: November 25, 2011
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. 2]