SEC Form 4 · accession 0001131096-19-000045

ATHENAHEALTH INC · ATHN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brandon H Hull

Director

Period of report

Feb 11, 2019

Accepted (ET)

Feb 13, 2019 · 8:13 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 Stock^F2	Feb 11, 2019	D	7,161	$135.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3,F4	$129.25	Feb 11, 2019	D	3,923	D	Jun 1, 2016	Mar 2, 2025	Common Stock	3,923	D
Stock Option (Right to Buy)^F3,F4	$91.15	Feb 11, 2019	D	4,036	D	Jun 1, 2013	Aug 1, 2022	Common Stock	4,036	D
Stock Option (Right to Buy)^F3,F4	$56.03	Feb 11, 2019	D	3,406	D	Jul 1, 2012	Oct 3, 2021	Common Stock	3,406	D
Stock Option (Right to Buy)^F3,F4	$26.91	Feb 11, 2019	D	4,200	D	Jun 1, 2011	Aug 2, 2020	Common Stock	4,200	D

Explanation of responses

F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 11, 2018, among athenahealth, Inc. (the "Company"), May Holding Corp., and May Merger Sub Inc. (the "Merger Agreement"), on February 11, 2019, each share of athenahealth common stock, par value $0.01 ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $135.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.
F21,931 of these securities represent shares of Common Stock underlying athenahealth restricted stock unit ("RSU") awards subject to time-based vesting. Pursuant to the Merger Agreement, on February 11, 2019, unvested RSUs outstanding immediately prior to the Effective Time were canceled and converted into the right to receive the Merger Consideration.
F3Represents shares of Common Stock underlying a non-qualified stock option ("Option") award with an exercise price less than $135. Pursuant to the Merger Agreement, on February 11, 2019,each vested or unvested in-the-money Option outstanding immediately prior to the Effective Time was canceled and the underlying shares converted into the right to receive the Merger Consideration (net of the Option exercise price, as described in the Merger Agreement).
F4The price reflected in this column is the cash payment amount per Option (representing the difference between the Merger Consideration and the Option exercise price).