SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MELE CHARLES A

(Last)

(First)

(Middle)

669 RIVER DRIVE, CENTER 2

(Street)

ELMWOOD PARK

07407

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HLTH CORP [ HLTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/23/2009		D		125,932⁽¹⁾	D	⁽²⁾	0	D
Common Stock	10/23/2009		D		1,855⁽¹⁾	D	⁽²⁾	0	I	By 401(k) Plan

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$11.55	10/23/2009		D			625,000	10/23/2009	06/05/2010	Common Stock	625,000	⁽³⁾	0	D
Stock Option (right to buy)	$12.75	10/23/2009		D			200,000	10/23/2009	08/21/2010	Common Stock	200,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$3.43	10/23/2009		D			110,000	10/23/2009	09/20/2011	Common Stock	110,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$8.59	10/23/2009		D			250,000	10/23/2009	03/17/2014	Common Stock	250,000	⁽⁶⁾	0	D
Stock Option (right to buy)	$11.86	10/23/2009		D			300,000	10/23/2009	10/23/2016	Common Stock	300,000	⁽⁷⁾	0	D
Stock Option (right to buy)	$9.46	10/23/2009		D			300,000	⁽⁸⁾	12/10/2018	Common Stock	300,000	⁽⁹⁾	0	D

Explanation of Responses:

1. Includes 72,500 shares of Restricted Stock.

2. Pursuant to the terms of the merger agreement ("Merger Agreement") between HLTH Corporation ("HLTH") and WebMD Health Corp. ("WebMD") dated June 17, 2009, each share of HLTH common stock was automatically converted into .4444 shares of WebMD common stock on the effective date of the merger.

3. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 277,750 shares of WebMD common stock with an exercise price of $26.00 per share.

4. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 88,880 shares of WebMD common stock with an exercise price of $28.70 per share.

5. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 48,884 shares of WebMD common stock with an exercise price of $7.72 per share.

6. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 111,100 shares of WebMD common stock with an exercise price of $19.33 per share.

7. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 133,320 shares of WebMD common stock with an exercise price of $26.69 per share.

8. 25% of the shares underlying the options vested or are scheduled to vest on each of the first, second, third, and fourth grant date anniversaries. The date of grant for each of these options was ten years prior to the expiration date.

9. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 133,320 shares of WebMD common stock with an exercise price of $21.29 per share.

	/s/ Lewis H. Leicher, Attorney-in-Fact for Charles A. Mele	10/26/2009
	** Signature of Reporting Person	Date
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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