Sec Form 4 Filing - KAHANE STEPHEN N @ ATHENAHEALTH INC - 2017-03-01

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 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 KAHANE STEPHEN N 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) EVP Client Organization (Last) (First) (Middle) C/O ATHENAHEALTH, INC., 311 ARSENAL STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2017 (Street) WATERTOWN, MA02472 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2017 A 1,634 ( 1 ) A $ 0 36,213 ( 2 ) ( 3 ) D Common Stock 03/01/2017 F 531 D $ 117.22 35,682 D Common Stock 03/01/2017 A 1,168 ( 4 ) A $ 0 36,850 D Common Stock 03/01/2017 F 550 D $ 117.22 36,300 D Common Stock 03/01/2017 A 4,710 ( 5 ) A $ 0 41,010 D Common Stock 03/01/2017 F 2,217 D $ 117.22 38,793 D Common Stock 03/01/2017 F 630 D $ 117.22 38,163 D Common Stock 03/01/2017 F 609 D $ 117.22 37,554 D Common Stock 03/01/2017 F 2,276 D $ 117.22 35,278 ( 6 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAHANE STEPHEN N C/O ATHENAHEALTH, INC. 311 ARSENAL STREET WATERTOWN, MA02472 EVP Client Organization Signatures /s/ Lan MarinelliAttorney-in-Fact 03/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 3, 2014, the Reporting Person was awarded 6,534 Performance Stock Units ("PSUs"). The PSUs convert to common stock on a one-for-one basis and vest in four equal annual installments beginning on March 1, 2015 based on the Issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2014. On February 10, 2015, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria for 2014 was met, resulting in vesting of the PSUs as to 1,634 shares on March 1, 2017. ( 2 )Includes 111 shares purchased pursuant to the Issuer's 2007 Employee Stock Purchase Plan on April 1, 2016, which transaction is considered exempt pursuant to Rule 16b-3(c) promulgated under the Securities Exchange Act of 1934. ( 3 )Includes 15,000 Restricted Stock Units ("RSUs") that are subject to time-based vesting and will be settled only in stock. The unvested RSUs were previously reported by the Reporting Person as derivative securities. Effective March 1, 2017, the Reporting Person has determined to report RSU awards that are subject to time-based vesting and settled in stock as non-derivative securities in his ownership reports. ( 4 )On March 2, 2015, the Reporting Person was awarded 4,670 PSUs. The PSUs convert to common stock on a one-for-one basis and vest in four equal annual installments beginning on March 1, 2016 based on the Issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2015. On February 9, 2016, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria for 2015 was met, resulting in vesting of the PSUs as to 1,168 shares on March 1, 2017. ( 5 )On March 1, 2016, the Reporting Person was awarded 17,677 PSUs. The PSUs convert to 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 7, 2017, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria for 2016 was met, resulting in vesting of PSUs as to 4,710 shares on March 1, 2017. ( 6 )11,875 of these securities are units of common stock granted pursuant to RSU awards. The units are subject to time-based vesting.

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