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*
BAHL TRACY L
(Last) (First) (Middle)
C/O EMDEON INC.
3055 LEBANON PIKE, SUITE 1000
(Street)
NASHVILLE TN 37214
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Emdeon Inc. [ EM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. Chairman, Director
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2011
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $15.5 11/02/2011 D(1) 242,516 (2) 08/11/2019 Class A common stock 242,516 $3.5 0 D
Stock Option (right to buy) $15.5 11/02/2011 D(1) 55,000 (3) 08/11/2019 Class A common stock 55,000 $3.5 0 D
Stock Option (right to buy) $15.5 11/02/2011 D 257,369(4) (5) 08/11/2019 Class A common stock 257,369 $3.5 0 D
Units of Limited Liability Co. Interest (6) 11/02/2011 J 160,494(7) (8) (6) Class A common stock 160,494 $19 0 D
Explanation of Responses:
1. Disposed of pursuant to the transactions contemplated by the Merger Agreement dated August 3, 2011 by and among the issuer, Beagle Parent Corp. and Beagle Acquisition Corp. (the "Merger"). All vested stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to $3.50 per share, the difference between the exercise price of the option and the $19.00 per share cash consideration payable in the Merger.
2. The stock options were scheduled to vest in equal annual installments over a three year period from the grant date of August 11, 2009; vesting was accelerated in connection with the Merger.
3. The stock options were scheduled to vest in equal annual installments over a three year period from the grant date of August 11, 2009; vesting was accelerated in connection with the Merger.
4. Represents the number of performance-contingent stock options that were cancelled pursuant to the Merger in exchange for a cash payment equal to $3.50 per share, the difference between the exercise price of the option and the $19.00 per share cash consideration payable in the Merger.
5. A total of 643,422 performance-contingent stock options were granted subject to a combination of time and performance vesting based on continued service through the third anniversary of the August 11, 2009 date of grant and the company's performance in fiscal years 2011 and 2012. As a result of the Merger, 257,369 of such stock options were "earned" and the balance was forfeited. Of the earned stock options, 50% were vested by their terms and vesting was accelerated for the remainder in connection with the Merger.
6. In accordance with the terms of EBS Master LLC's ("EBS Master") operating agreement, each vested Unit of EBS Master (an "EBS Unit") (along with a corresponding share of the issuer's Class B common stock) was exchangeable at any time for one share of the issuer's Class A common stock, or at the election of EBS Master, cash equal to the fair market value of the EBS Unit. The EBS Units did not expire and the reporting person was not required to pay an exercise price in connection with exchanges. The corresponding shares of Class B common stock provided the holder with one vote on all matters submitted to a vote of the issuer's stockholders but did not entitle the holder to any of the economic rights associated with shares of the issuer's Class A common stock.
7. Represents the number of vested EBS Units sold to EBS Holdco I, LLC, a wholly-owned subsidiary of the issuer, in connection with the Merger in exchange for a cash payment of $19.00 per EBS Unit. In connection with the Merger, each share of Class B common stock corresponding to a vested EBS Unit was cancelled for no consideration.
8. Of the EBS Units (which were originally granted with corresponding shares of Class B common stock), 12,977 were vested as of the August 11, 2009 grant date and 64,886 were subject to vesting in unequal quarterly installments based on service through February 8, 2014 for which vesting was accelerated in connection with the Merger. A total of 206,578 EBS Units (and corresponding shares of Class B common stock) were granted subject to a combination of time and performance vesting based on continued service through the third anniversary of the August 11, 2009 date of grant and the issuer's performance in fiscal years 2011 and 2012. As a result of the Merger, 82,631 of such EBS Units (and corresponding shares of Class B common stock) were "earned" and the balance was forfeited. Of the earned EBS Units (and shares of Class B common stock), 50% were vested by their terms and vesting was accelerated for the remainder in connection with the Merger.
/s/ Denise Ceule, Attorney in Fact 11/04/2011
** Signature of Reporting Person Date
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