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