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FORM 4UNITED 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, 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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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*
SARKOWSKY HERMAN
(Last)(First)(Middle)
111 EIGHTH AVENUE
(Street)
NEW YORKNY10011
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
WebMD Health Corp. [WBMD]		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 10/23/2009 A  140,861 A (1) 192,669 D  
Common Stock         2,000 I by Spouse
Common Stock         12,000 I by SPF Holdings
Common Stock         20,000 I by Sarkowsky Family LP

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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $ 22.51 10/23/2009 A  11,110  10/23/200907/03/2010 Common Stock 11,110 (2) 11,110 D  
Stock Option (right to buy) $ 33.31 10/23/2009 A  11,110  10/23/200907/01/2011 Common Stock 11,110 (3) 11,110 D  
Stock Option (right to buy) $ 34.88 10/23/2009 A  11,110  10/23/200907/01/2012 Common Stock 11,110 (4) 11,110 D  
Stock Option (right to buy) $ 51.54 10/23/2009 A  11,110  10/23/200907/01/2013 Common Stock 11,110 (5) 11,110 D  
Stock Option (right to buy) $ 44.28 10/23/2009 A  11,110  10/23/200911/01/2014 Common Stock 11,110 (6) 11,110 D  
Stock Option (right to buy) $ 30.66 10/23/2009 A  11,110  10/23/200907/01/2015 Common Stock 11,110 (7) 11,110 D  
Stock Option (right to buy) $ 18.43 10/23/2009 A  13,332  10/23/200911/22/2010 Common Stock 13,332 (8) 13,332 D  
Stock Option (right to buy) $ 17.87 10/23/2009 A  8,888  10/23/200901/01/2011 Common Stock 8,888 (9) 8,888 D  
Stock Option (right to buy) $ 7.72 10/23/2009 A  8,888  10/23/200909/20/2011 Common Stock 8,888 (10) 8,888 D  
Stock Option (right to buy) $ 15.89 10/23/2009 A  8,888  10/23/200901/01/2012 Common Stock 8,888 (11) 8,888 D  
Stock Option (right to buy) $ 15.73 10/23/2009 A  8,888  10/23/200911/04/2012 Common Stock 8,888 (12) 8,888 D  
Stock Option (right to buy) $ 19.24 10/23/2009 A  8,888  10/23/200901/01/2013 Common Stock 8,888 (13) 8,888 D  
Stock Option (right to buy) $ 20.23 10/23/2009 A  8,888  10/23/200901/01/2014 Common Stock 8,888 (14) 8,888 D  
Stock Option (right to buy) $ 18.37 10/23/2009 A  8,888  10/23/200901/01/2015 Common Stock 8,888 (15) 8,888 D  
Stock Option (right to buy) $ 19.04 10/23/2009 A  8,888   (16)01/01/2016 Common Stock 8,888 (17) 8,888 D  
Stock Option (right to buy) $ 27.89 10/23/2009 A  8,888   (16)01/01/2017 Common Stock 8,888 (18) 8,888 D  
Stock Option (right to buy) $ 30.16 10/23/2009 A  8,888   (16)01/01/2018 Common Stock 8,888 (19) 8,888 D  
Stock Option (right to buy) $ 21.29 10/23/2009 A  8,888   (16)12/10/2018 Common Stock 8,888 (20) 8,888 D  
Stock Option (right to buy) $ 23.54 10/23/2009 A  8,888   (16)01/01/2019 Common Stock 8,888 (21) 8,888 D  
Explanation of Responses:
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 granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $10.00 per share.
3. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $14.80 per share.
4. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $15.50 per share.
5. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $22.90 per share.
6. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $19.675 per share.
7. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $13.625 per share.
8. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 30,000 shares of HLTH common stock with an exercise price of $8.1875 per share.
9. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $7.9375 per share.
10. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $3.43 per share.
11. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $7.06 per share.
12. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $6.99 per share.
13. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.55 per share.
14. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.99 per share.
15. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.16 per share.
16. 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.
17. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.46 per share.
18. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $12.39 per share.
19. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $13.40 per share.
20. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $9.46 per share.
21. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $10.46 per share.
/s/ Lewis H. Leicher, Attorney-in-Fact for Herman Sarkowsky10/26/2009
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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