0001131096-18-000084.txt : 20180305 0001131096-18-000084.hdr.sgml : 20180305 20180305174918 ACCESSION NUMBER: 0001131096-18-000084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180301 FILED AS OF DATE: 20180305 DATE AS OF CHANGE: 20180305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Brien Timothy John CENTRAL INDEX KEY: 0001662445 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33689 FILM NUMBER: 18667717 MAIL ADDRESS: STREET 1: C/O ATHENAHEALTH, INC. STREET 2: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 01880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATHENAHEALTH INC CENTRAL INDEX KEY: 0001131096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043387530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-402-1000 MAIL ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 wf-form4_152029014330291.xml FORM 4 X0306 4 2018-03-01 0 0001131096 ATHENAHEALTH INC ATHN 0001662445 O'Brien Timothy John C/O ATHENAHEALTH, INC. 311 ARSENAL ST. WATERTOWN MA 02472 0 1 0 0 SVP, Chief Marketing Officer Common Stock 2018-03-01 4 A 0 285 0 A 11320 D Common Stock 2018-03-01 4 F 0 84 139.74 D 11236 D Common Stock 2018-03-01 4 A 0 745 0 A 11981 D Common Stock 2018-03-01 4 F 0 220 139.74 D 11761 D Common Stock 2018-03-01 4 F 0 66 139.74 D 11695 D Common Stock 2018-03-01 4 F 0 148 139.74 D 11547 D Common Stock 2018-03-01 4 F 0 63 139.74 D 11484 D Common Stock 2018-03-01 4 F 0 921 139.74 D 10563 D Common Stock 2018-03-01 4 A 0 1500 0 A 12063 D Common Stock 2018-03-02 4 S 0 164 136 D 11899 D Common Stock 2018-03-02 4 S 0 1100 136.92 D 10799 D Common Stock 2018-03-02 4 S 0 1800 137.60 D 8999 D Stock Option (Right to Buy) 137.49 2018-03-01 4 A 0 3690 0 A 2019-03-01 2028-03-01 Common Stock 3690.0 3690 D On March 1, 2016, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 2,719 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 285 shares on March 1, 2018. On March 1, 2017, the Reporting Person was granted an award of 6,686 PSUs. The PSUs convert into common stock on a one-for-one basis, and vest in three equal annual installments beginning on March 1, 2018 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 745 shares on March 1, 2018. Represents 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. The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on March 13, 2017, in accordance with Rule 10b5-1. Represents a weighted average price. These shares were purchased by the Reporting Person in multiple transactions at prices ranging from $136.46 to $137.19, inclusive. Represents a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $137.27 to $138.20, 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 (5) and (6). Includes 6,974 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. The option award vests in three equal annual installments beginning on March 1, 2019. /s/ Dan Haley, Attorney-in-Fact 2018-03-05