0001131096-18-000086.txt : 20180305 0001131096-18-000086.hdr.sgml : 20180305 20180305175528 ACCESSION NUMBER: 0001131096-18-000086 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: Bush Jonathan CENTRAL INDEX KEY: 0001412213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33689 FILM NUMBER: 18667776 MAIL ADDRESS: STREET 1: ATHENAHEALTH, INC. STREET 2: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 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_152029051491091.xml FORM 4 X0306 4 2018-03-01 0 0001131096 ATHENAHEALTH INC ATHN 0001412213 Bush Jonathan C/O ATHENAHEALTH, INC. 311 ARSENAL STREET WATERTOWN MA 02472 1 1 0 0 CEO and President Common Stock 2018-03-01 4 A 0 5726 0 A 321533 D Common Stock 2018-03-01 4 F 0 2546 139.74 D 318987 D Common Stock 2018-03-01 4 A 0 7644 0 A 326631 D Common Stock 2018-03-01 4 F 0 3398 139.74 D 323233 D Common Stock 2018-03-01 4 A 0 10444 0 A 333677 D Common Stock 2018-03-01 4 S 0 250 139.27 D 335106 D Common Stock 103424 I See Footnote Common Stock 27998 I See Footnote Stock Option (Right to Buy) 137.49 2018-03-01 4 A 0 25693 0 A 2018-03-01 2028-03-01 Common Stock 25693.0 25693 D On March 1, 2016, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 54,544 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 5,726 shares on March 1, 2018. On March 1, 2017, the Reporting Person was granted a Performance Stock Unit ("PSU") award of 68,588 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 7,644 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 October 24, 2017, in accordance with Rule 10b5-1. Includes 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. Also includes 1,679 shares confirmed to be held by the Reporting Person pursuant to historical brokerage account records but that were not previously reported due to conflicting records. These 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. These 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. The option award vests in three equal annual installments beginning on March 1, 2019. /s/ Dan Haley Attorney-in-Fact 2018-03-05