SEC Form 4 · accession 0001131096-16-000381
ATHENAHEALTH INC · ATHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel P Haley
Officer — SVP, GC and Secretary
Period of report
Sep 1, 2016
Accepted (ET)
Sep 6, 2016 · 5:01 pm EDT
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 1, 2016 | M | 1,250 | $0.00 | A | 1,320 | D | |
| Common StockF3 | Sep 1, 2016 | F | 407 | $123.13 | D | 913 | D | |
| Common StockF5 | Sep 1, 2016 | S | 843 | $123.18 | D | 70 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF6,F7 | — | Sep 1, 2016 | M | 1,250 | D | — | Sep 1, 2016 | Common Stock | 1,250 | 0 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") converts into common stock on a one-for-one basis.
- F2Includes 28 shares purchased pursuant to the Issuer's 2007 Employee Stock Purchase Plan on April 1, 2016, which transaction is considered exempt pursuant to Rule 16b-3(c) promulgated under the Securities Exchange Act of 1934.
- F3Shares withheld to satisfy tax withholding obligations incurred upon the vesting of RSUs. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.
- F4The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person and effective as of March 1, 2016, in accordance with Rule 10b5-1.
- F5Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.89 to $123.32, 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 (5).
- F6Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F7On November 1, 2012, the Reporting Person was granted 5,000 RSUs. The RSUs vest in four equal annual installments beginning on September 1, 2013.