Bradford Kyle Armbrester Form 4 ATHENAHEALTH / Bradford Kyle Armbrester 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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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^*

Armbrester Bradford Kyle

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

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	03/01/2016		M		1,000	A	(1)	1,000	D
Common Stock	03/01/2016		F		325	D(2)	$132.37	675	D
Common Stock	03/01/2016		M		514	A	(1)	1,189	D
Common Stock	03/01/2016		F		167	D(2)	$132.37	1,022	D
Common Stock	03/01/2016		M		248	A	(1)	1,270	D
Common Stock	03/01/2016		F		80	D(2)	$132.37	1,190	D
Common Stock	03/01/2016		M		265	A	(1)	1,455	D
Common Stock	03/01/2016		F		86	D(2)	$132.37	1,369	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
Restricted Stock Unit	(3)	03/01/2016		M			1,000	(4)	03/01/2019	Common Stock	1,000	$0	3,000	D
Restricted Stock Unit	(3)	03/01/2016		M			514	(5)	03/01/2019	Common Stock	514	$0	1,542	D
Restricted Stock Unit	(3)	03/01/2016		M			248	(6)	03/01/2018	Common Stock	248	$0	495	D
Restricted Stock Unit	(3)	03/01/2016		M			265	(7)	03/01/2017	Common Stock	265	$0	264	D

Explanation of Responses:

1. Restricted Stock Unit convert into common stock on a one-for-one basis.

2. Shares withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

4. On March 2, 2015, the Reporting Person was granted 4,000 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2016.

5. On March 2, 2015, the Reporting Person was granted 2,056 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2016

6. On March 3, 2014, the Reporting Person was granted 991 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2015.

7. On March 1, 2013, the Reporting Person was granted 1,059 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2014.

Remarks:

	/s/ Lan Marinelli Attorney-in-Fact	03/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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