4//SEC Filing
WEBMD CORP 4
Accession 0000950109-01-000655
CIK 0001088917operating
Filed
Mar 7, 7:00 PM ET
Accepted
—
Size
20.6 KB
Accession
0000950109-01-000655
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (4)
- [1]This Form 4 is filed jointly by all of the undersigned (collectively, the "Reporting Persons"). News America Incorporated ("NAI") has been designated to make the filing of this Form 4. Prior to the date on which the transactions reported on this Form 4 were consummated (the "Transaction Date"), the relationship of the Reporting Persons to the issuer was that of 10% Owner. Subsequent to the Transaction Date, the relationship of the Reporting Persons to the Issuer is less than 10% Owner.
- [2]As previously reported on the Form 3, filed February 4, 2000, the 2,000,000 shares of Common Stock of the issuer reported as beneficially owned are directly owned by NAI. The News Corporation Limited ("News Corporation"), as a person who may be deemed to control NAI, may also be deemed to indirectly beneficially own such shares. By virtue of ordinary shares of News Corporation owned by (i) Mr. K. Rupert Murdoch and members of his family, (ii) (A) Cruden Investments Pty. Limited ("Cruden"), a private Australian investment company owned by Mr. Murdoch, members of his family and various corporations and trusts, the beneficiaries of which include Mr. Murdoch, members of his family and charities, and (B) a subsidiary of Cruden, and (iii) corporations which are controlled by trustees of settlements and trusts set up for the benefit of the Murdoch family, certain charities and other persons, and Mr. Murdoch's positions as Chairman and Chief Executive of News Corporation, Mr. Murdoch may be deemed to control the operations of News Corporation. Fox Entertainment Group, Inc. ("FEG"), Fox Broadcasting Company ("FBC"), AHN/FIT Cable, LLC ("AHN/FIT Cable") and AHN/FIT Internet, LLC ("AHN/FIT Internet") disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that FEG, FBC, AHN/FIT Cable and AHN/FIT Internet are the beneficial owners of such securities for purposes of Section 16 or any other purpose.
- [3]On the Form 3 filed February 4, 2000, 54,101 shares of Series A Preferred Stock of the issuer were reported as beneficially owned directly by NAI, and 101,850 shares of Series A Preferred Stock of the issuer were reported as beneficially owned indirectly by NAI through FEG, a subsidiary in which NAI owns securities representing 82.8% of the equity and 97.8% of the voting power, FBC, a wholly-owned subsidiary of FEG, AHN/FIT Cable, a subsidiary in which FEG owns a 100% member interest (at the time of the filing of the Form 3, FEG owned only a 50% member interest in AHN/FIT Cable), and AHN/FIT Internet, a subsidiary in which FEG owns a 100% member interest (at the time of the filing of the Form 3, FEG owned only a 50% member interest in AHN/FIT Internet). All 155,951 shares of Series A Preferred Stock were reconveyed to the issuer on February 15, 2001.
- [4]A warrant for the purchase of 3,000,000 shares of Common Stock (the "Warrant Shares") of the issuer was issued to an indirect wholly-owned subsidiary of News Corporation. By virtue of ordinary shares of News Corporation owned by (i) Mr. K. Rupert Murdoch and members of his family, (ii) (A) Cruden Investments Pty. Limited ("Cruden"), a private Australian investment company owned by Mr. Murdoch, members of Page 2 of 6 his family and various corporations and trusts, the beneficiaries of which include Mr. Murdoch, members of his family and charities, and (B) a subsidiary of Cruden, and (iii) corporations which are controlled by trustees of settlements and trusts set up for the benefit of the Murdoch family, certain charities and other persons, and Mr. Murdoch's positions as Chairman and Chief Executive of News Corporation, Mr. Murdoch may be deemed to control the operations of News Corporation. /s/ Lawrence A. Jacobs 03/08/2001 -------------------------------- ---------- **
Documents
Issuer
WEBMD CORP
CIK 0001088917
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001088917
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Size
- 20.6 KB