SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARRISON THOMAS L

(Last)

(First)

(Middle)

1100 PARK PLACE

SUITE 300

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EPOCRATES INC [ EPOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$1.21	03/12/2013		D			15,720	⁽¹⁾	⁽²⁾	Common Stock	15,720	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$4.29	03/12/2013		D			15,720	⁽¹⁾	⁽²⁾	Common Stock	15,720	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.5	03/12/2013		D			15,720	⁽¹⁾	⁽²⁾	Common Stock	15,720	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$13.26	03/12/2013		D			15,720	⁽¹⁾	⁽²⁾	Common Stock	15,720	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.11	03/12/2013		D			15,720	⁽¹⁾	⁽²⁾	Common Stock	15,720	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$10.17	03/12/2013		D			10,479	⁽¹⁾	⁽²⁾	Common Stock	10,479	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$13.36	03/12/2013		D			15,720	⁽¹⁾	⁽²⁾	Common Stock	15,720	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$21.98	03/12/2013		D			11,790	⁽¹⁾	⁽²⁾	Common Stock	11,790	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.14	03/12/2013		D			11,790	⁽³⁾	⁽²⁾	Common Stock	11,790	⁽²⁾	0	D

Explanation of Responses:

1. The stock options under this award were fully vested prior to the closing of the Merger (as defined below).

2. Pursuant to the Agreement and Plan of Merger among Epocrates, Inc. (the Issuer), athenahealth, Inc., and Echo Merger Sub, Inc., a wholly-owned subsidiary of athenahealth, Inc., dated January 7, 2013 (the Merger Agreement), each share of the Issuer's common stock was exchanged for $11.75 in cash, without interest and less any applicable withholding taxes (the Merger). In connection with the Merger, the vested and/or exercisable portion of each Issuer stock option held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $11.75 minus the exercise price of such option. The Reporting Person's options, if any, with an exercise price equal to or above $11.75 were canceled in connection with the Merger.

3. 5,895 of the stock options under this award were vested prior to the closing of the Merger. 5,895 of the stock options under this award accelerated and became fully vested as of the closing of the Merger.

	/s/ Matthew B. Hemington, Attorney-in-Fact for Thomas L. Harrison	03/13/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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