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 *
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 (Month/Day/Year)
12/31/2016
(Street)

MOUNTAIN BROOK, AL 35223
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
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  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
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, AL 35223
  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:

* 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) 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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