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 *
DZIALGA MARK F
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC, 3 PICKWICK PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
08/17/2009
(Street)

GREENWICH, CT 06830		 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
Class A Common Stock 08/17/2009   S   16,530,000 D $ 15.5 49,121,313 I See footnotes (1) (2)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DZIALGA MARK F
C/O GENERAL ATLANTIC SERVICE COMPANY,LLC
3 PICKWICK PLAZA
GREENWICH, CT 06830		   X      

Signatures

 /s/ Denise Ceule, Attorney in Fact   08/17/2009
**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) Represents the number of shares of the issuers Class A common stock sold by the following entities in the issuer's initial public offering: 10,905,362 shares by General Atlantic Partners 83, L.P. ("GAP 83"), 1,299 shares by General Atlantic Partners 84, L.P. ("GAP 84"), 249,767 shares by GapStar, LLC ("GapStar"), 4,163,064 shares GAP-W, LLC ("GAP-W"), 927,438 shares by GAP Coinvestments III, LLC ("GAPCO III"), 237,607 shares by GAP Coinvestments IV, LLC ("GAPCO IV"), 10,826 shares by GAP Coinvestments CDA, L.P. ("GAPCO CDA") and 34,637 shares by GAPCO GmbH & Co. KG ("KG").
(2) General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar L.P., which is the general partner of GAP 83 and GAP 84 and the Manager of GAP-W. General Atlantic is also the general partner of GAPCO CDA. The managing members of GapStar, GAPCO III and GAPCO IV are Managing Directors of General Atlantic. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. Certain Managing Directors of General Atlantic make voting and investment decisions with respect to securities held by KG and GmbH Management. Mr. Dzialga is a Managing Director of General Atlantic and a Managing Member of GAPCO III and GAPCO IV. Mr. Dzialga disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein.

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