SEC Form 4 · accession 0001131096-16-000291

ATHENAHEALTH INC · ATHN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen N Kahane

Officer — EVP Client Organization

Period of report

Mar 1, 2016

Accepted (ET)

Mar 3, 2016 · 7:55 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001131096

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Mar 1, 2016	M	1,633	—	A	19,462	D
Common Stock^F2	Mar 1, 2016	F	769	$132.37	D	18,693	D
Common Stock^F1	Mar 1, 2016	M	1,168	—	A	19,861	D
Common Stock^F2	Mar 1, 2016	F	550	$132.37	D	19,311	D
Common Stock^F3	Mar 1, 2016	F	1,015	$132.37	D	18,296	D
Common Stock^F4	Mar 1, 2016	F	665	$132.37	D	17,631	D
Common Stock^F5	Mar 1, 2016	F	883	$132.37	D	16,748	D
Common Stock^F6	Mar 1, 2016	M	5,000	—	A	21,748	D
Common Stock	Mar 1, 2016	F	2,355	$132.37	D	19,393	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Unit^F1,F7	—	Mar 1, 2016	M	1,633	D	—	Mar 1, 2018	Common Stock	1,633	3,268	D
Performance Stock Unit^F1,F8	—	Mar 1, 2016	M	1,168	D	—	Mar 1, 2019	Common Stock	1,168	3,502	D
Restricted Stock Unit^F9,F10	—	Mar 1, 2016	M	5,000	D	—	Mar 1, 2019	Common Stock	5,000	15,000	D

Explanation of responses

F1Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock.
F10On March 2, 2015, the Reporting Person was granted 20,000 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2016.
F2Shares withheld to satisfy tax withholding obligations incurred upon the vesting of performance stock units or restricted stock units. These transactions are considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.
F3These shares were withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units awarded to the Reporting Person on March 1, 2012. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.
F4These shares were withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units awarded to the Reporting Person on March 1, 2013. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.
F5These shares were withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units awarded to the Reporting Person on March 3, 2014. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.
F6Restricted Stock Unit convert into common stock on a one-for-one basis.
F7On March 3, 2014, the Reporting Person was awarded 6,534 performance stock units (PSUs). The PSUs 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 1,633 shares on March 1, 2016.
F8On March 2, 2015, the Reporting Person was awarded 4,670 PSUs. The PSUs 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, 2016.
F9Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.