X0304 4 2012-03-01 0 0001131096 ATHENAHEALTH INC ATHN 0001210881 COSINUKE ROBERT 311 ARSENAL STREET WATERTOWN MA 02472 0 1 0 0 SVP, Chief Marketing Officer Common Stock 2012-03-01 4 F 0 2794 70.86 D 39953 D Common Stock 2012-03-01 4 A 0 12500 0.00 A 52453 D These shares were withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units awarded to the Reporting Person on June 1, 2011. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934. Represents an award of restricted stock units pursuant to the Issuer's Amended and Restated 2007 Stock Option and Incentive Plan. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date. /s/ Daniel H. Orenstein Attorney-in-Fact 2012-03-05