Sec Form 4 Filing - Haley Daniel P @ ATHENAHEALTH INC - 2018-03-01

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 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) Chief Legal & Admin Officer (Last) (First) (Middle) C/O ATHENAHEALTH, INC., 311 ARSENAL STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2018 (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 03/01/2018 A 611 ( 1 ) A $ 0 12,436 D Common Stock 03/01/2018 F 180 D $ 139.74 12,256 D Common Stock 03/01/2018 A 732 ( 2 ) A $ 0 12,988 D Common Stock 03/01/2018 F 216 D $ 139.74 12,772 D Common Stock 03/01/2018 F 76 D $ 139.74 12,696 D Common Stock 03/01/2018 F 77 D $ 139.74 12,619 D Common Stock 03/01/2018 F 276 D $ 139.74 12,343 D Common Stock 03/01/2018 F 107 D $ 139.74 12,236 D Common Stock 03/01/2018 A 1,500 ( 3 ) A $ 0 13,736 D Common Stock 03/01/2018 S 1,153 D $ 136.83 ( 4 ) 12,583 ( 5 ) 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 Stock Option (Right to Buy) $ 137.49 03/01/2018 A 3,690 03/01/2019( 6 ) 03/01/2028 Common Stock 3,690 $ 0 3,690 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 Chief Legal & Admin Officer Signatures /s/ Dan HaleyAttorney-in-Fact 03/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 1, 2016, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 5,817 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 611 shares on March 1, 2018. ( 2 )On March 1, 2017, the Reporting Person was granted an award of 6,568 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 732 shares on March 1, 2018. ( 3 )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. ( 4 )Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.56 to $137.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote (4). ( 5 )Includes 10,314 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. ( 6 )The option award vests in three equal annual installments beginning on March 1, 2019.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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