Brandon H Hull Form 4 ATHENAHEALTH / Brandon H Hull ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hull Brandon H

(Last) (First) (Middle)

C/O ATHENAHEALTH, INC.

311 ARSENAL STREET

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019

4. If Amendment, Date of 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

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
Common Stock	02/11/2019		D(1)		7,161(2)	D	$135	0	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 (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 Securities Underlying Derivative Security (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: 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 (Right to Buy)	$129.25	02/11/2019		D(1)			3,923(3)	06/01/2016	03/02/2025	Common Stock	3,923	$5.75(4)	0	D
Stock Option (Right to Buy)	$91.15	02/11/2019		D(1)			4,036(3)	06/01/2013	08/01/2022	Common Stock	4,036	$43.85(4)	0	D
Stock Option (Right to Buy)	$56.03	02/11/2019		D(1)			3,406(3)	07/01/2012	10/03/2021	Common Stock	3,406	$78.97(4)	0	D
Stock Option (Right to Buy)	$26.91	02/11/2019		D(1)			4,200(3)	06/01/2011	08/02/2020	Common Stock	4,200	$108.09(4)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 11, 2018, among athenahealth, Inc. (the "Company"), May Holding Corp., and May Merger Sub Inc. (the "Merger Agreement"), on February 11, 2019, each share of athenahealth common stock, par value $0.01 ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $135.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.

2. 1,931 of these securities represent shares of Common Stock underlying athenahealth restricted stock unit ("RSU") awards subject to time-based vesting. Pursuant to the Merger Agreement, on February 11, 2019, unvested RSUs outstanding immediately prior to the Effective Time were canceled and converted into the right to receive the Merger Consideration.

3. Represents shares of Common Stock underlying a non-qualified stock option ("Option") award with an exercise price less than $135. Pursuant to the Merger Agreement, on February 11, 2019,each vested or unvested in-the-money Option outstanding immediately prior to the Effective Time was canceled and the underlying shares converted into the right to receive the Merger Consideration (net of the Option exercise price, as described in the Merger Agreement).

4. The price reflected in this column is the cash payment amount per Option (representing the difference between the Merger Consideration and the Option exercise price).

Remarks:

	/s/ Dan Haley, Attorney-in-Fact	02/13/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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