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13D Filing: Blue Harbour Group and WebMD Health Corp. (WBMD)

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%
Clifton S. Robbins
Clifton S. Robbins
Blue Harbour Group

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
Corp.

(Name of Issuer)

Common Stock,
$0.01 par value

(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,
2017

(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
(excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this
Schedule 13D.

The source of the funds used to acquire the Common Stock reported
herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course
and on customary terms.

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)
of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially
own an aggregate of 2,658,166 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each
of the Manager, Manager GP and Mr. Robbins, and which represent approximately 7.13% of the outstanding Common Stock. All percentages
set forth herein are based upon a total of 37,303,875 shares of Common Stock issued and outstanding as of August 4, 2017, as reported
in the Issuer’s Schedule 14D-9, filed with the SEC on August 7, 2017.

For purposes of disclosing the number of shares of Common Stock
beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially
and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares
of Common Stock for all other purposes.

(c) Information concerning transactions in the Common Stock effected
by the Reporting Persons during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.

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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,
llc

 

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
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