Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MELE CHARLES A
  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
(Last)
(First)
(Middle)
669 RIVER DRIVE, CENTER 2
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2009
(Street)

ELMWOOD PARK, NJ 07407
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
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

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MELE CHARLES A
669 RIVER DRIVE, CENTER 2
ELMWOOD PARK, NJ 07407
      Executive VP, General Counsel  

Signatures

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

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.

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