Sec Form 4 Filing - Haley Daniel P @ ATHENAHEALTH INC - 2016-03-01

Insider filing report for Changes in Beneficial Ownership
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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
Haley Daniel P
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, GC and Secretary
(Last) (First) (Middle)
C/O ATHENAHEALTH, INC., 311 ARSENAL STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2016
(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 03/01/2016 M 323 A 365 D
Common Stock 03/01/2016 F 104 ( 2 ) D $ 132.37 261 D
Common Stock 03/01/2016 M 368 A 629 D
Common Stock 03/01/2016 F 119 ( 2 ) D $ 132.37 510 D
Common Stock 03/01/2016 M 938 A 1,448 D
Common Stock 03/01/2016 F 304 ( 2 ) D $ 132.37 1,144 D
Common Stock 03/01/2016 M 261 A 1,405 D
Common Stock 03/01/2016 F 84 ( 2 ) D $ 132.37 1,321 D
Common Stock 03/01/2016 S 1,079 ( 3 ) D $ 130.53 ( 4 ) 242 D
Common Stock 03/01/2016 S 200 ( 3 ) D $ 131.21 ( 5 ) 42 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
Restricted Stock Unit ( 6 ) 03/01/2016 M 323 ( 7 ) 03/01/2017 Common Stock 323 $ 0 323 D
Restricted Stock Unit ( 6 ) 03/01/2016 M 368 ( 8 ) 03/01/2018 Common Stock 368 $ 0 736 D
Restricted Stock Unit ( 6 ) 03/01/2016 M 938 ( 9 ) 03/01/2018 Common Stock 938 $ 0 1,874 D
Restricted Stock Unit ( 6 ) 03/01/2016 M 261 ( 10 ) 03/01/2019 Common Stock 261 $ 0 782 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Haley Daniel P
C/O ATHENAHEALTH, INC.
311 ARSENAL STREET
WATERTOWN, MA02472
SVP, GC and Secretary
Signatures
/s/ Lan MarinelliAttorney-in-Fact 03/02/2016
Signature of Reporting Person Date
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 theSecurities Exchange Act of 1934.
( 3 )The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on December 15, 2015, in accordance with Rule 10b5-1.
( 4 )This price represents the weighted average of sales ranging from $130.10 to $130.97. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
( 5 )This price represents the weighted average of sales ranging from $131.11 to $131.31. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
( 6 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 7 )On March 1, 2013, the Reporting Person was granted 1,294 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2014.
( 8 )On March 3, 2014, the Reporting Person was granted 1,472 restricted stock units. The restricted stock units vest in four equal an nual installments beginning on March 1, 2015.
( 9 )On March 3, 2014, the Reporting Person was granted 3,750 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2015.
( 10 )On March 2, 2015, the Reporting Person was granted 1,043 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2016.

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).
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