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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1. Name and Address of Reporting Person * HILDEBRAND PHILLIP JOHN   2. Issuer Name and Ticker or Trading Symbol HealthMarkets, Inc. [N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9151 BOULEVARD 26 3. Date of Earliest Transaction (Month/Day/Year) 09/21/2009 (Street) NORTH RICHLAND HILLS, TX 76180 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-1 Common Stock 09/21/2009   A   506,650 (1) A $ 19.37 595,564 D   Class A-1 Common Stock 09/21/2009   A   25,862 (2) A $ 19.37 621,426 D

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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

Stock Option

$ 0

09/21/2009

D

82,500 (3)

06/05/2009

06/05/2018

Class A-1 Common Stock

82,500

$ 0

412,500

D

Stock Option

$ 34.8

09/21/2009

D

412,500 (3)

06/03/2009

06/05/2018

Class A-1 Common Stock

412,500

$ 34.8

0

D

Stock Option

$ 19.37

09/21/2009

A

506,650 (4)

09/21/2009(4)

09/21/2019

Class A-1 Common Stock

506,650

$ 19.37

506,650

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HILDEBRAND PHILLIP JOHN 9151 BOULEVARD 26 NORTH RICHLAND HILLS, TX 76180	X		Chief Executive Officer

Signatures

Phillip J. Hildebrand By: /s/ Peggy G. Simpson, POA		09/23/2009
**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)	Effective September 21, 2009, the Executive Committee of the Issuer's Board of Directors approved the issuance to the reporting person of 506,650 restricted shares of Class A-1 Common Stock. The equity award will generally be void if the Company does not obtain shareholder approval of the grant by the earlier of a change of control of the Company or December 31, 2009. Subject to the achievement of certain performance goals by September 8, 2010, the restricted shares will vest in quarterly installments, through June 4, 2014, subject to the reporting person's continued employment through the applicable vesting date (subject to earlier vesting in the case of certain qualifying termination).
(2)	Effective September 21, 2009, the Executive Compensation Committee of the Issuer's Board of Directors approved the issuance to the reporting person of 25,862 special restricted shares of Class A-1 Common Stock. The equity award will generally be void if the Company does not obtain shareholder approval of the grant by the earlier of a change of control of the Company or December 31, 2009. The restricted shares will immediately vest as to one-third (1/3) of the shares subject to grant, and, subject to the achievement of certain performance goals by September 8, 2010, will otherwise be subject to quarterly vesting through June 4, 2012, subject to the reporting person's continued employment through the applicable vesting date (subject to earlier vesting in the case of certain qualifying termination).
(3)	Effective September 21, 2009, the Executive Compensation Committee of the Issuer's Board of Directors approved the Company's entry into a revised management employment agreement with the reporting person. Pursuant to the terms of the new employment agreement, the reporting person agreed to forfeit the stock options previously granted by the Company.
(4)	The options become exercisable in quarterly installments determined based on 30% of the Options vesting by the first anniversary of June 4, 2009 (such that 7.5% of the Option shall vest quarterly up through such first anniversary), an additional 20% vesting by each of the second, third and fourth anniversaries of June 4, 2009 (such that 5% of the Option shall vest quarterly after such first anniversary) and the remaining 10% vesting by the fifth anniversary of June 4, 2009 (such that 2.5% of the Option shall vest quarterly after such fourth anniversary), in each case, subject to Optionee's remaining in the continuous employ of the Company or any Subsidiary through the applicable vesting date (subject to earlier vesting in the case of certain qualifying terminations).

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