You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Blue Harbour Group | 0 | 2,658,166 | 0 | 2,658,166 | 2,658,166 | 7.13% |
| Blue Harbour Holdings | 0 | 2,658,166 | 0 | 2,658,166 | 2,658,166 | 7.13% |
| Clifton S. Robbins | 0 | 2,658,166 | 0 | 2,658,166 | 2,658,166 | 7.13% |
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Page 1 of 6 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
| WebMD Health | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 94770V102 | |
| (CUSIP Number) | |
| David Silverman Blue Harbour Group, LP 646 Steamboat Road Greenwich, Connecticut 06830 (203) 422-6540 with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| August 22, | |
| (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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* 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.
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Page 2 of 6 – SEC Filing
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).
| 1 | NAME OF REPORTING PERSON Blue Harbour Group, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 2,658,166 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 2,658,166 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,658,166 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.13% | |||
| 14 | TYPE OF REPORTING PERSON PN; IA | |||
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Page 3 of 6 – SEC Filing
| 1 | NAME OF REPORTING PERSON Clifton S. Robbins | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 2,658,166 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 2,658,166 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,658,166 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.13% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 4 of 6 – SEC Filing
This Amendment No. 1 (“Amendment No. 1“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
March 6, 2017 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D“)
with respect to the common stock, $0.01 par value (“Common Stock“), of WebMD Health Corp., a Delaware corporation
(the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings
set forth in the Schedule 13D. This Amendment No. 1 amends Items 3 and 5 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| The Reporting Persons used $138,661,530 The source of the funds used to acquire the Common Stock reported | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
| (a) – (b) The responses of the Reporting Persons to Rows (7) through (13) For purposes of disclosing the number of shares of Common Stock (c) Information concerning transactions in the Common Stock effected | |
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Page 5 of 6 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 24, 2017
| BLUE HARBOUR GROUP, LP
| ||
| By: Blue Harbour Holdings, LLC, its general partner | ||
| By: | /s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | ||
| Title: Managing Member | ||
|
blue harbour holdings,
| ||
| By: | /s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | ||
| Title: Managing Member | ||
| By: | /s/ Clifton S. Robbins | |
| Clifton S. Robbins | ||
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Page 6 of 6 – SEC Filing
Schedule I
TRANSACTIONS IN COMMON STOCK BY THE REPORTING
PERSONS
The following tables set forth all transactions
in the Common Stock effected by each of the Reporting Persons in the past sixty days.
Manager
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 07/24/2017 | (54,925) | 65.99 |
| 08/09/2017 | (50,526) | 66.33 |
| 08/14/2017 | (101,600) | 66.32 |
| 08/15/2017 | (3,463) | 66.33 |
| 08/16/2018 | (57,317) | 66.32 |
| 08/17/2017 | (600) | 66.32 |
| 08/18/2017 | (2,167) | 66.32 |
| 08/22/2017 | (432,572) | 66.33 |
