SEC Form 4 · accession 0001131096-17-000044
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
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 9:47 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,F2 | Sep 30, 2016 | J | 13 | $107.20 | A | 13,173 | D | |
| Common Stock | Mar 1, 2017 | F | 105 | $117.22 | D | 13,068 | D | |
| Common Stock | Mar 1, 2017 | F | 120 | $117.22 | D | 12,948 | D | |
| Common Stock | Mar 1, 2017 | F | 305 | $117.22 | D | 12,643 | D | |
| Common Stock | Mar 1, 2017 | F | 85 | $117.22 | D | 12,558 | D | |
| Common StockF3 | Mar 1, 2017 | M | 1,549 | $0.00 | A | 14,107 | D | |
| Common Stock | Mar 1, 2017 | F | 503 | $117.22 | D | 13,604 | D | |
| Common StockF4 | Mar 1, 2017 | A | 2,559 | $0.00 | A | 16,163 | D | |
| Common StockF6 | Mar 1, 2017 | S | 844 | $117.40 | D | 15,319 | D | |
| Common StockF7,F8 | Mar 1, 2017 | S | 896 | $118.04 | D | 14,423 | 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 UnitF9,F10 | — | Mar 1, 2017 | M | 1,549 | D | — | Mar 1, 2019 | Common Stock | 1,549 | 3,879 | D |
Explanation of responses
- F1Shares purchased pursuant to the Issuer's 2007 Employee Stock Purchase Plan on September 30, 2016, which transaction is considered exempt pursuant to Rule 16b-3(c) promulgated under the Securities Exchange Act of 1934.
- F10On March 1, 2016, the Reporting Person was granted a performance stock unit ("PSU") award of 5,817 PSUs. The PSUs vest in three 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 1,549 shares on March 1, 2017.
- F2Includes 13,090 Restricted Stock Units (each, an "RSU") that are subject to time-based vesting and will be settled only in stock. Of the 13,090 unvested RSUs, 9,375 were previously reported by the Reporting Person as derivative securities, and 3,715 were subject to awards granted to the Reporting Person prior to his designation as a Section 16 officer. Effective March 1, 2017, the Reporting Person has determined to report RSU awards that are subject to time-based vesting and only settled in stock as non-derivative securities in his ownership reports.
- F3Each Performance Stock Unit ("PSU") converts into common stock on a one-for-one basis.
- F4The securities acquired are units of common stock that were granted pursuant to a RSU award under the athenahealth, Inc. 2007 Stock Option and Incentive Plan, as amended and restated. The RSUs are subject to time-based vesting and will be settled only in stock.
- F5The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person and effective as of November 1, 2016, in accordance with Rule 10b5-1.
- F6Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.21 to $117.52, 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 (6).
- F7Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.57 to $118.53, 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 (7).
- F813,760 of these securities are units of common stock granted pursuant to RSU awards. The units are subject to time-based vesting.
- F9Each PSU represents a contingent right to receive one share of the Issuer's common stock.