Sec Form 4 Filing - GRINNEY JAY @ HEALTHSOUTH CORP - 2016-12-31

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 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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1. Name and Address of Reporting Person GRINNEY JAY 2. Issuer Name and Ticker or Trading Symbol HEALTHSOUTH CORP [ HLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres & Chief Executive Officer (Last) (First) (Middle) 3179 OVERHILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2016 (Street) MOUNTAIN BROOK, AL35223 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Healthsouth Common Stock 12/31/2016 F 13,598 ( 1 ) D $ 41.24 1,262,084 D Healthsouth Common Stock 12/31/2016 D( 2 ) 30,317 D $ 0 1,231,767 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Non-qualified Stock Option (Right to Buy) $ 31.97 12/31/2016 D( 2 ) 4,869 02/24/2015( 3 ) 02/24/2024 Healthsouth Common Stock 4,869 $ 31.97 82,774 D Non-qualified Stock Option (Right to Buy) $ 43.14 12/31/2016 D( 2 ) 29,627 03/03/2016( 4 ) 03/03/2025 Healthsouth Common Stock 29,627 $ 43.14 41,478 D Non-qualified Stock Option (Right to Buy) $ 34.99 12/31/2016 D( 2 ) 67,326 02/26/2017( 5 ) 02/26/2026 Healthsouth Common Stock 67,326 $ 34.99 25,895 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRINNEY JAY 3179 OVERHILL ROAD MOUNTAIN BROOK, AL35223 X Pres & Chief Executive Officer Signatures /s/ Patrick Darby, attorney-in-fact for Jay Grinney 01/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were withheld or surrendered to pay the insider's tax withholding obligations incurred in connection with the vesting of the related restricted stock. ( 2 )Forfeiture upon termination of employment pursuant to the terms of the associated award agreement. ( 3 )The option was exercisable in annual installments over a three-year period, at the rate of 33.3% per year commencing February 24, 2015. ( 4 )The option was exercisable in annual installments over a three-year period, at the rate of 33.3% per year commencing March 3, 2016. ( 5 )The option was exercisable in annual installments over a three-year period, at the rate of 33.3% per year commencing February 26, 2017.

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