SEC Form 4 · accession 0001131096-17-000055
ATHENAHEALTH INC · ATHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen N Kahane
Officer — EVP Client Organization
Period of report
Mar 1, 2017
Accepted (ET)
Mar 6, 2017 · 5:14 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,F3 | Mar 1, 2017 | A | 1,634 | $0.00 | A | 36,213 | D | |
| Common Stock | Mar 1, 2017 | F | 531 | $117.22 | D | 35,682 | D | |
| Common StockF4 | Mar 1, 2017 | A | 1,168 | $0.00 | A | 36,850 | D | |
| Common Stock | Mar 1, 2017 | F | 550 | $117.22 | D | 36,300 | D | |
| Common StockF5 | Mar 1, 2017 | A | 4,710 | $0.00 | A | 41,010 | D | |
| Common Stock | Mar 1, 2017 | F | 2,217 | $117.22 | D | 38,793 | D | |
| Common Stock | Mar 1, 2017 | F | 630 | $117.22 | D | 38,163 | D | |
| Common Stock | Mar 1, 2017 | F | 609 | $117.22 | D | 37,554 | D | |
| Common StockF6 | Mar 1, 2017 | F | 2,276 | $117.22 | D | 35,278 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 3, 2014, the Reporting Person was awarded 6,534 Performance Stock Units ("PSUs"). The PSUs convert to common stock on a one-for-one basis and 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 1,634 shares on March 1, 2017.
- F2Includes 111 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.
- F3Includes 15,000 Restricted Stock Units ("RSUs") that are subject to time-based vesting and will be settled only in stock. The unvested RSUs were previously reported by the Reporting Person as derivative securities. Effective March 1, 2017, the Reporting Person has determined to report RSU awards that are subject to time-based vesting and settled in stock as non-derivative securities in his ownership reports.
- F4On March 2, 2015, the Reporting Person was awarded 4,670 PSUs. The PSUs convert to common stock on a one-for-one basis and 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 1,168 shares on March 1, 2017.
- F5On March 1, 2016, the Reporting Person was awarded 17,677 PSUs. The PSUs convert to common stock on a one-for-one basis and vest in three equal annual installments beginning on March 1, 2017 based on the Issuer's satisfaction of certain performance criteria for the fiscal years ending December 31, 2016, 2017, and 2018. 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 4,710 shares on March 1, 2017.
- F611,875 of these securities are units of common stock granted pursuant to RSU awards. The units are subject to time-based vesting.