SEC Form 4 · accession 0001131096-16-000391
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
Oct 1, 2016
Accepted (ET)
Oct 4, 2016 · 5:54 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 | Oct 1, 2016 | M | 3,125 | $0.00 | A | 3,195 | D | |
| Common StockF2 | Oct 1, 2016 | F | 1,016 | $126.12 | D | 2,179 | D | |
| Common StockF4 | Oct 3, 2016 | S | 2,109 | $124.43 | 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 UnitF5,F6 | — | Oct 1, 2016 | M | 3,125 | D | — | Nov 2, 2019 | Common Stock | 3,125 | 9,375 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") converts into common stock on a one-for-one basis.
- F2Shares 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.
- F3The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on December 15, 2015 in accordance with Rule 10b5-1, which plan was assigned to a different broker on March 1, 2016.
- F4Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.04 to $124.98, 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 range set forth in this footnote (5).
- F5Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F6On November 2, 2015, the Reporting Person was granted 12,500 RSUs. The RSUs vest in four equal annual installments beginning on October 1, 2016.