Emphasis is mine:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.64%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
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.
Full document-http://www.sec.gov/Archives/edgar/data/921669/000092166912000038/0000921669-12-000038.txt
