Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Hellman & Friedman LLC
2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2009
3. Issuer Name and Ticker or Trading Symbol
Emdeon Inc. [EM]
(Last)
(First)
(Middle)
ONE MARITIME PLAZA, 12TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
08/11/2009
(Street)

SAN FRANCISCO, CA 94111
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, par value $0.00001 per share (5) 11,639,697 (5)
I
By H&F Harrington AIV II, L.P. (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Limited Liability Company Units of EBS Master LLC (5)   (4)   (4) Class A Common Stock, par value $0.00001 per share 0 (4) (5) $ (4) I By H&F Harrington AIV II, L.P. (1) (2) (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hellman & Friedman LLC
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
  X   X    
H&F Harrington AIV II, L.P.
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
  X   X    
Hellman & Friedman Investors VI, L.P.
ONE MARITIME PLAZA, 12TH FLOOR
SAN FRANCISCO, CA 94111
  X   X    

Signatures

/s/ Philip U. Hammarskjold (Managing Director of Hellman & Friedman LLC) 02/05/2010
**Signature of Reporting Person Date

/s/ Philip U. Hammarskjold (Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors VI, L.P.) 02/05/2010
**Signature of Reporting Person Date

/s/ Philip U. Hammarskjold (Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors VI, L.P., as General Partner of H&F Harrington AIV II, L.P.) 02/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These securities are owned of record by H&F Harrington AIV II, L.P. (collectively with HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P., the "HF Entities")
(2) The securities are beneficially owned through H&F Harrington AIV II, L.P. Hellman & Friedman Investors VI, L.P. is the sole general partner of H&F Harrington AIV II, L.P. Hellman & Friedman LLC is the sole general partner of Hellman & Friedman Investors VI, L.P.
(3) A five-member investment committee of Hellman & Friedman LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, the securities that are held by H&F Harrington AIV II, L.P. Each member of the investment committee of Hellman & Friedman LLC disclaims beneficial ownership of the reported securities held by H&F Harrington AIV II, L.P., except to the extent of such member's respective pecuniary interest therein, if any.
(4) In accordance with the terms of the Limited Liability Company Agreement of EBS Master LLC, the HF Entities have the right to exchange their limited liability company units of EBS Master LLC ("EBS Units"), along with a corresponding number of shares of B Common Stock, par value $0.00001 per share ("Class B Stock"), for shares of Class A Common Stock, par value $0.00001 per share ("Class A Stock") on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. In connection with any such proposed exchange, Emdeon Inc. may elect to purchase the applicable EBS Units and corresponding shares of Class B Stock by paying either (x) cash in an amount equal to the market value of the shares of Class A Stock the applicable HF Entity would have received in the proposed exchange or (y) the number of shares of Class A Stock the applicable HF Entity would have received in the proposed exchange.
(5) On August 11, 2009 the Reporting Person filed a Form 3 (the ?Initial Form 3?) with the Securities and Exchange Commission disclosing that H&F Harrington AIV II, L.P. owned 11,639,696.86 EBS Units and a corresponding number of shares of Class B Stock. In accordance with the terms of the Limited Liability Company Agreement of EBS Master LLC, the EBS Units, together with a corresponding number of shares of Class B Stock, are exchangeable for shares of Class A Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. This amendment to the Initial Form 3 is being filed to properly reflect that H&F Harrington AIV II, L.P. owns 11,639,697 shares of Class A Stock (giving effect to the issuance of stock to the nearest whole number instead of a fractional share) rather than 11,639,696.86 EBS Units and 11,639,696.86 shares of Class B Stock.

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