X0304 4 2012-03-01 0 0001131096 ATHENAHEALTH INC ATHN 0001204310 KAHANE STEPHEN N 311 ARSENAL STREET WATERTOWN MA 02472 0 1 0 0 President, Enterprise Services Common Stock 2012-03-01 4 F 0 6369 70.86 D 115158 D Common Stock 2012-03-01 4 F 0 173 70.86 D 114985 D Common Stock 2012-03-01 4 A 0 12500 0.00 A 127485 D These shares were withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units awarded to the Reporting Person on March 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