SEC Form 4 · accession 0001131096-17-000041
ATHENAHEALTH INC · ATHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Bush
Officer — CEO and President · Director
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 6:59 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2017 | M | 14,541 | $0.00 | A | 322,650 | D | |
| Common Stock | Mar 1, 2017 | F | 6,843 | $117.22 | D | 315,807 | D | |
| Common StockF2 | holding | — | — | — | 111,994 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 27,998 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF4,F5 | — | Mar 1, 2017 | M | 14,541 | D | — | Mar 1, 2020 | Common Stock | 14,541 | 36,363 | D |
Explanation of responses
- F1Each Performance Stock Unit ("PSU") converts into common stock on a one-for-one basis.
- F2These shares are owned by The Bush 2004 Gift Trust, the beneficiaries of which are certain of Mr. Bush's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F3These shares are owned by The Oscar W. Bush 2007 Gift Trust, the beneficiary of which is Mr. Bush's child. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F4Each PSU represents a contingent right to receive one share of the Issuer's common stock.
- F5On March 1, 2016, the Reporting Person was granted a PSU award of 54,544 PSUs. The PSUs vest in four equal annual installments beginning on March 1, 2017 based on the Issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2016. On February 7, 2017, the Compensation Committee of the Board of Directors of the Issuer certified that the performance criteria for 2016 was met, resulting in vesting of PSUs as to 14,541 shares on March 1, 2017.