SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
November 30, 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
Item 1. Security and Issuer
This statement constitutes Amendment No. 3 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, 2011and Amendment No. 2 to the Schedule 13D
filed on November 25, 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 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
The Reporting Persons are not aware of and nor do the Reporting Persons
support a sale of the Issuer to, or any other transaction involving, a private
equity acquirer. The Reporting Persons intend to have discussions with the
Issuer to propose that the Issuer use cash on hand to repurchase up to one
billion dollars of its outstanding shares through a Dutch tender offer with $36
per share as the high-end of the range. This price represents a 12% premium to
the November 28, 2011 closing price - prior to market rumors regarding a
potential sale of the Issuer.
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.
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 30, 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. 3]