0001209191-13-045267.txt : 20130923 0001209191-13-045267.hdr.sgml : 20130923 20130923164655 ACCESSION NUMBER: 0001209191-13-045267 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130911 FILED AS OF DATE: 20130923 DATE AS OF CHANGE: 20130923 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS ROBERT CENTRAL INDEX KEY: 0001387524 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 131110501 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 FORMER NAME: FORMER CONFORMED NAME: Soros Robert DATE OF NAME CHANGE: 20070123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 131110502 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 131110503 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 3 1 c599438_3x3.xml MAIN DOCUMENT DESCRIPTION X0206 3 2013-09-11 0 0001326583 WebMD Health Corp. WBMD 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001387524 SOROS ROBERT 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 2.25% Convertible Bonds due 2016 72.7262 Common Stock 279530000 I See footnote 2.50% Convertible Bonds due 2018 65.2644 Common Stock 107000000 I See footnote The 2.25% Convertible Bonds due 2016 are convertible at any time and mature on March 31, 2016. These securities are held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership ("Quantum Partners"). Soros Fund Management LLC ("SFM LLC") serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC and Robert Soros serves as President and Deputy Chairman of SFM LLC. The 2.50% Convertible Bonds due 2018 are convertible at any time and mature on January 31, 2018. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. /s/ Jay Schoenfarber, as Deputy General Counsel of Soros Fund Management LLC 2013-09-23 /s/ Jay Schoenfarber, as Attorney-in-Fact 2013-09-23 /s/ Jay Schoenfarber, as Attorney-in-Fact 2013-09-23 EX-24 2 c599438_24x1.htm POWER OF ATTORNEY Exhibit 24.1 


                                                                    EXHIBIT 24.1

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Chairman of, member of or in other capacities
with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or
entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.

       All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.

       Execution of this power of attorney revokes that certain Power of
Attorney dated as of the 11th March 2005 with respect to the same matters
addressed above.

       This power of attorney shall be valid from the date hereof until revoked
by me.

       IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of
June 2005.

                                     GEORGE SOROS


                                     /s/ Daniel Eule
                                     --------------------
                                     Daniel Eule
                                     Attorney-in-Fact for George Soros
EX-24 3 c599438_24x2.htm POWER OF ATTORNEY Exhibit 24.2 


                                                                   EXHIBIT 24.2
                                   POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Deputy Chairman of, member of or in other
capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates
or entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.

       All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.

       This power of attorney shall be valid from the date hereof until revoked
by me.

       IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of
October 2007.

                                         ROBERT SOROS

                                         /s/ Robert Soros
                                         ------------------------
EX-99 4 c599438_99.htm ADDITIONAL EXHIBITS Exhibit 99 


                          JOINT FILING INFORMATION

Reporting Person:    SOROS FUND MANAGEMENT LLC

Address:             888 SEVENTH AVENUE
                     33RD FLOOR
                     NEW YORK, NY 10106

Designated Filer:    SOROS FUND MANAGEMENT LLC

Issuer and Symbol:   WEBMD HEALTH CORPORATION (WBMD)

Date of Event
Requiring Statement: 09/11/2013


Signature:           /s/ Jay Schoenfarber
                     --------------------
                     Jay Schoenfarber, as Deputy General Counsel


Reporting Person:    GEORGE SOROS

Address:             888 SEVENTH AVENUE
                     33RD FLOOR
                     NEW YORK, NY 10106

Designated Filer:    SOROS FUND MANAGEMENT LLC

Issuer and Symbol:   WEBMD HEALTH CORPORATION (WBMD)

Date of Event
Requiring Statement: 09/11/2013


Signature:           /s/ Jay Schoenfarber
                     --------------------
                     Jay Schoenfarber, as Attorney-in-Fact


Reporting Person:    ROBERT SOROS

Address:             888 SEVENTH AVENUE
                     33RD FLOOR
                     NEW YORK, NY 10106

Designated Filer:    SOROS FUND MANAGEMENT LLC

Issuer and Symbol:   WEBMD HEALTH CORPORATION (WBMD)

Date of Event
Requiring Statement: 09/11/2013

Signature:           /s/ Jay Schoenfarber
                     --------------------
                     Jay Schoenfarber, as Attorney-in-Fact