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Filing Details

Accession Number:: 0001131096-18-000146
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2018-06-08 18:21:03
Reporting Period:: 2018-03-01

Accepted Time:: 2018-06-08 18:21:03
Original Submission Date:: 2018-03-05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131096	Athenahealth Inc	ATHN	Services-Business Services, Nec (7389)	043387530

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1412213	Jonathan Bush	C/O Athenahealth, Inc. 311 Arsenal Street Watertown MA 02472	Former Director And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2018-03-01	5,726	$0.00	321,533	No	4	A	Direct
Common Stock	Disposition	2018-03-01	2,546	$139.74	318,987	No	4	F	Direct
Common Stock	Acquisiton	2018-03-01	7,644	$0.00	326,631	No	4	A	Direct
Common Stock	Disposition	2018-03-01	3,398	$139.74	323,233	No	4	F	Direct
Common Stock	Acquisiton	2018-03-01	10,444	$0.00	333,677	No	4	A	Direct
Common Stock	Acquisiton	2018-03-01	250	$44.90	333,927	No	4	M	Direct
Common Stock	Disposition	2018-03-01	250	$139.27	335,356	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	A	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2018-03-01	250	$0.00	250	$44.90
Common Stock	Stock Option (Right to Buy)	Acquisiton	2018-03-01	25,693	$0.00	25,693	$137.49

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
59,500	2012-04-01	2021-03-31	No	4	M	Direct
25,693	2018-03-01	2028-03-01	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	103,424	Indirect	See Footnote
Common Stock	27,998	Indirect	See Footnote

Footnotes

On March 1, 2016, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 54,544 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 5,726 shares on March 1, 2018.
On March 1, 2017, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 68,588 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 7,644 shares on March 1, 2018.
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.
This Form 4/A amends the Form 4 filed on behalf of the Reporting Person on March 5, 2018 that excluded this stock option exercise transaction due to administrative error.
The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on October 24, 2017, in accordance with Rule 10b5-1.
Includes 10,444 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. Also includes 1,679 shares confirmed to be held by the Reporting Person pursuant to historical brokerage account records but that were not previously reported due to conflicting records.
These shares are owned by The Bush 2004 Gift Trust, the beneficiaries of which are certain of Mr. Bush's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
These shares are owned by The Oscar W. Bush 2007 Gift Trust, the beneficiary of which is Mr. Bush's child. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The option award vests in three equal annual installments beginning on March 1, 2019.