SEC Form 4 · accession 0001131096-18-000126
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
Jun 1, 2018
Accepted (ET)
Jun 4, 2018 · 6:36 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 Stock | Jun 1, 2018 | M | 5,000 | $44.90 | A | 315,106 | D | |
| Common StockF2 | Jun 1, 2018 | S | 2,600 | $149.74 | D | 312,506 | D | |
| Common StockF3 | Jun 1, 2018 | S | 2,200 | $150.85 | D | 310,306 | D | |
| Common StockF4,F5 | Jun 1, 2018 | S | 200 | $152.00 | D | 310,106 | D | |
| Common StockF6 | holding | — | — | — | 103,424 | I | See Footnote | |
| Common StockF7 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $44.90 | Jun 1, 2018 | M | 5,000 | D | Apr 1, 2012 | Mar 31, 2021 | Common Stock | 5,000 | 59,750 | D |
Explanation of responses
- F1The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on October 24, 2017, in accordance with Rule 10b5-1.
- F2Represents a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $149.30 to $150.29, inclusive.
- F3Represents a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $150.37 to $151.37, inclusive.
- F4Represents a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $151.50 to $152.49, 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 Footnotes (2) through (4).
- F5Includes 10,444 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.
- F6These 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.
- F7These 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.