Sec Form 4/A Filing - Park Ed @ ATHENAHEALTH INC - 2017-03-01

FORM 4/A 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 Park Ed 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) (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) 03/06/2017 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 163 ( 1 ) A $ 0 24,441 ( 2 ) 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 Park Ed C/O ATHENAHEALTH, INC. 311 ARSENAL STREET WATERTOWN, MA02472 X Signatures /s/ Dan Haley, as Attormey-in-Fact 12/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Form 4 originally filed on March 6, 2017 erroneously included a reduction in the Reporting Person's beneficial ownership by 163 shares representing shares withheld at vest to cover the Reporting Person's tax obligation. There was no reduction in shares as the vest event was reported in error and so this amendment returns the 163 shares to the Reporting Person's beneficial ownership reported in Column 5. ( 2 )As of the date of this amendment, includes 1,931 units of common stock granted under a restricted stock unit ("RSU") award pursuant to the Issuer's 2007 Stock Option and Incentive Plan, as amended and restated, and the Issuer's 2018 Director Compensation Plan. The RSUs are subject to time-based vesting and will fully vest on June 6, 2019. The RSUs will be settled only in stock.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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