SEC Form 4 · accession 0001131096-18-000082
ATHENAHEALTH INC · ATHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradford Kyle Armbrester
Officer — SVP, Chief Product Officer
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 5:44 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, 2018 | A | 621 | $0.00 | A | 10,146 | D | |
| Common Stock | Mar 1, 2018 | F | 183 | $139.74 | D | 9,963 | D | |
| Common StockF2 | Mar 1, 2018 | A | 788 | $0.00 | A | 10,751 | D | |
| Common Stock | Mar 1, 2018 | F | 233 | $139.74 | D | 10,518 | D | |
| Common Stock | Mar 1, 2018 | F | 152 | $139.74 | D | 10,366 | D | |
| Common Stock | Mar 1, 2018 | F | 295 | $139.74 | D | 10,071 | D | |
| Common Stock | Mar 1, 2018 | F | 72 | $139.74 | D | 9,999 | D | |
| Common StockF3,F4 | Mar 1, 2018 | A | 1,700 | $0.00 | A | 11,699 | D | |
| Common StockF5 | Mar 2, 2018 | S | 2,235 | $138.70 | D | 9,464 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $137.49 | Mar 1, 2018 | A | 4,182 | A | Mar 1, 2019 | Mar 1, 2028 | Common Stock | 4,182 | 4,182 | D |
Explanation of responses
- F1On March 1, 2016, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 5,920 PSUs. The PSUs convert into 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 6, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that certain performance criteria for 2017 was met, resulting in vesting of PSUs as to 621 shares on March 1, 2018.
- F2On March 1, 2017, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 7,084 PSUs. The PSUs convert into 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, 2017, 2018 and 2019. On February 6, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that certain performance criteria for 2017 was met, resulting in vesting of PSUs as to 788 shares on March 1, 2018.
- F3Represents a restricted stock unit ("RSU") award granted under the Issuer's 2007 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The award is subject to time-based vesting and vests in three equal annual installments beginning on March 1, 2019. The RSUs will be settled only in stock.
- F4Includes 9,464 units of common stock that were granted pursuant to RSU awards 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.
- F5Represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.21 to $138.90, 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).
- F6The option award vests in three equal annual installments beginning on March 1, 2019.