Edgar Filing: O'Brien Timothy John

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 ^*

O'Brien Timothy John

2. Issuer Name and Ticker or Trading Symbol
ATHENAHEALTH INC [ATHN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Chief Marketing Officer

(Last)

(First)

(Middle)

C/O ATHENAHEALTH, INC., 311 ARSENAL ST.

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018

(Street)

WATERTOWN, MA 02472

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2018		A		285 ⁽¹⁾	A	$ 0	11,320	D
Common Stock	03/01/2018		F		84	D	$ 139.74	11,236	D
Common Stock	03/01/2018		A		745 ⁽²⁾	A	$ 0	11,981	D
Common Stock	03/01/2018		F		220	D	$ 139.74	11,761	D
Common Stock	03/01/2018		F		66	D	$ 139.74	11,695	D
Common Stock	03/01/2018		F		148	D	$ 139.74	11,547	D
Common Stock	03/01/2018		F		63	D	$ 139.74	11,484	D
Common Stock	03/01/2018		F		921	D	$ 139.74	10,563	D
Common Stock	03/01/2018		A		1,500 ⁽³⁾	A	$ 0	12,063	D
Common Stock	03/02/2018		S⁽⁴⁾		164	D	$ 136	11,899	D
Common Stock	03/02/2018		S⁽⁴⁾		1,100	D	$ 136.92 ⁽⁵⁾	10,799	D
Common Stock	03/02/2018		S⁽⁴⁾		1,800	D	$ 137.6 ⁽⁶⁾	8,999 ⁽⁷⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 137.49

03/01/2018

3,690

03/01/2019⁽⁸⁾

03/01/2028

Common Stock

3,690

$ 0

3,690

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O'Brien Timothy John C/O ATHENAHEALTH, INC. 311 ARSENAL ST. WATERTOWN, MA 02472			SVP, Chief Marketing Officer

Signatures

/s/ Dan Haley, Attorney-in-Fact		03/05/2018
^**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)	On March 1, 2016, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 2,719 PSUs. The PSUs convert into common stock on a one-for-one basis, and vest in three equal annual installments beginning on March 1, 2017 based on the Issuer's satisfaction of certain performance criteria for the fiscal years ending December 31, 2016, 2017 and 2018. On February 6, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that certain performance criteria for 2017 was met, resulting in vesting of PSUs as to 285 shares on March 1, 2018.
(2)	On March 1, 2017, the Reporting Person was granted an award of 6,686 PSUs. The PSUs convert into common stock on a one-for-one basis, and vest in three equal annual installments beginning on March 1, 2018 based on the Issuer's satisfaction of certain performance criteria for the fiscal years ending December 31, 2017, 2018 and 2019. On February 6, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that certain performance criteria for 2017 was met, resulting in vesting of PSUs as to 745 shares on March 1, 2018.
(3)	Represents a restricted stock unit ("RSU") award granted under the Issuer's 2007 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The award is subject to time-based vesting and vests in three equal annual installments beginning on March 1, 2019. The RSUs will be settled only in stock.
(4)	The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on March 13, 2017, in accordance with Rule 10b5-1.
(5)	Represents a weighted average price. These shares were purchased by the Reporting Person in multiple transactions at prices ranging from $136.46 to $137.19, inclusive.
(6)	Represents a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $137.27 to $138.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnotes (5) and (6).
(7)	Includes 6,974 units of common stock that were granted pursuant to RSU awards under the athenahealth, Inc. 2007 Stock Option and Incentive Plan, as amended and restated. The RSUs are subject to time-based vesting and will be settled only in stock.
(8)	The option award vests in three equal annual installments beginning on March 1, 2019.

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