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 *
BROOKE PAUL A
  2. Issuer Name and Ticker or Trading Symbol
HLTH CORP [HLTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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   70,000 D (1) 0 D  
Common Stock 10/23/2009   D   201,667 D (1) 0 I By PMSV Holdings LLC

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) $ 8.1875 10/23/2009   D     30,000 10/23/2009 11/22/2010 Common Stock 30,000 (2) 0 D  
Stock Option (right to buy) $ 7.9375 10/23/2009   D     20,000 10/23/2009 01/01/2011 Common Stock 20,000 (3) 0 D  
Stock Option (right to buy) $ 3.43 10/23/2009   D     20,000 10/23/2009 09/20/2011 Common Stock 20,000 (4) 0 D  
Stock Option (right to buy) $ 7.06 10/23/2009   D     20,000 10/23/2009 01/01/2012 Common Stock 20,000 (5) 0 D  
Stock Option (right to buy) $ 6.99 10/23/2009   D     20,000 10/23/2009 11/04/2012 Common Stock 20,000 (6) 0 D  
Stock Option (right to buy) $ 8.55 10/23/2009   D     20,000 10/23/2009 01/01/2013 Common Stock 20,000 (7) 0 D  
Stock Option (right to buy) $ 8.99 10/23/2009   D     20,000 10/23/2009 01/01/2014 Common Stock 20,000 (8) 0 D  
Stock Option (right to buy) $ 8.16 10/23/2009   D     20,000 10/23/2009 01/01/2015 Common Stock 20,000 (9) 0 D  
Stock Option (right to buy) $ 8.46 10/23/2009   D     20,000   (10) 01/01/2016 Common Stock 20,000 (11) 0 D  
Stock Option (right to buy) $ 12.39 10/23/2009   D     20,000   (10) 01/01/2017 Common Stock 20,000 (12) 0 D  
Stock Option (right to buy) $ 13.4 10/23/2009   D     20,000   (10) 01/01/2018 Common Stock 20,000 (13) 0 D  
Stock Option (right to buy) $ 9.46 10/23/2009   D     20,000   (10) 12/10/2018 Common Stock 20,000 (14) 0 D  
Stock Option (right to buy) $ 10.46 10/23/2009   D     20,000   (10) 01/01/2019 Common Stock 20,000 (15) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BROOKE PAUL A
669 RIVER DRIVE, CENTER 2
ELMWOOD PARK, NJ 07407
  X      

Signatures

 /s/ Lewis H. Leicher, Attorney-in-Fact for Paul A. Brooke   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) 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.
(2) 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 13,332 shares of WebMD common stock with an exercise price of $18.43 per share.
(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 8,888 shares of WebMD common stock with an exercise price of $17.87 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 8,888 shares of WebMD common stock with an exercise price of $7.72 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 8,888 shares of WebMD common stock with an exercise price of $15.89 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 8,888 shares of WebMD common stock with an exercise price of $15.73 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 8,888 shares of WebMD common stock with an exercise price of $19.24 per share.
(8) 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 8,888 shares of WebMD common stock with an exercise price of $20.23 per share.
(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 8,888 shares of WebMD common stock with an exercise price of $18.37 per share.
(10) 25% of the shares underlying the option vested or are scheduled to vest on the first anniversary of the grant date and 1/48 of the shares vested or are scheduled to vest monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant for each of these options was ten years prior to the expiration date.
(11) 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 8,888 shares of WebMD common stock with an exercise price of $19.04 per share.
(12) 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 8,888 shares of WebMD common stock with an exercise price of $27.89 per share.
(13) 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 8,888 shares of WebMD common stock with an exercise price of $30.16 per share.
(14) 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 8,888 shares of WebMD common stock with an exercise price of $21.29 per share.
(15) 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 8,888 shares of WebMD common stock with an exercise price of $23.54 per share.

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