Sec Form 4 Filing - KENSICO CAPITAL MANAGEMENT CORP @ WebMD Health Corp. - 2013-09-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KENSICO CAPITAL MANAGEMENT CORP 2. Issuer Name and Ticker or Trading Symbol WebMD Health Corp. [ WBMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55 RAILROAD AVENUE, 2ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2013 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/17/2013 S( 1 ) 572,301 ( 2 ) D $ 34 ( 1 ) 5,117,187 I By Investment Funds Named in Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KENSICO CAPITAL MANAGEMENT CORP 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH, CT06830 X Coleman Thomas Jason C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH, CT06830 X X Signatures /s/ Thomas J. Coleman as Co-President of Kensico Capital Management Corp. 09/18/2013 Signature of Reporting Person Date /s/ Thomas J. Coleman 09/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold pursuant to a tender offer made by the Issuer to its shareholders. ( 2 )Represents 222,428 shares sold by Kensico Partners, L.P. and 349,873 shares sold by Kensico Associates, L.P. ( 3 )Kensico Capital Management Corp. ("KCM") is a registered investment adviser and serves as an investment adviser to Kensico Partners, L.P., Kensico Associates, L.P., Kensico Offshore Fund Master, Ltd., and Kensico Offshore Fund II Master, Ltd. (collectively, the "Investment Funds"). Thomas J. Coleman, who is a director of the Issuer, and Michael B. Lowenstein are Co-Presidents of KCM and may be deemed to be controlling persons of KCM. By virtue of these relationships, Messrs. Coleman and Lowenstein may be deemed to beneficially own the entire number of securities of the Issuer held by the Investment Funds; however, each disclaims beneficial ownership of any securities, and proceeds thereof, except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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