SEC Form 4 · accession 0001131096-16-000292

ATHENAHEALTH INC · ATHN

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

Reporting owner

Ed Park

Officer — EVP and COO

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,F2	Mar 1, 2016	S	1,163	$131.43	D	26,270	D
Common Stock^F1,F3	Mar 1, 2016	S	337	$132.44	D	25,933	D
Common Stock^F4	Mar 1, 2016	M	1,906	—	A	27,839	D
Common Stock^F5	Mar 1, 2016	F	897	$132.37	D	26,942	D
Common Stock^F4	Mar 1, 2016	M	3,366	—	A	30,308	D
Common Stock^F5	Mar 1, 2016	F	1,585	$132.37	D	28,723	D
Common Stock^F6	Mar 1, 2016	F	2,843	$132.37	D	25,880	D
Common Stock^F7	Mar 1, 2016	F	1,661	$132.37	D	24,219	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^F4,F8	—	Mar 1, 2016	M	1,906	D	—	Mar 1, 2018	Common Stock	1,906	3,812	D
Performance Stock Unit^F4,F9	—	Mar 1, 2016	M	3,366	D	—	Mar 1, 2019	Common Stock	3,366	10,099	D

Explanation of responses

F1The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on May 30, 2015, in accordance with Rule 10b5-1.
F2This price represents the weighted average of sales ranging from $131.15 to $131.85. 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.
F3This price represents the weighted average of sales ranging from $132.22 to $132.82. 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.
F4Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock.
F5Shares 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.
F6These 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.
F7These 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.
F8On March 3, 2014, the Reporting Person was awarded 7,623 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 1,906 shares on March 1, 2016.
F9On March 2, 2015, the Reporting Person was awarded 13,465 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 3,366 shares on March 1, 2016.