X0306 4 2013-03-01 0 0001131096 ATHENAHEALTH INC ATHN 0001496188 Park Ed 311 ARSENAL STREET WATERTOWN MA 02472 0 1 0 0 EVP and COO Common Stock 2013-03-01 4 A 0 14114 0.00 A 78706 D Common Stock 2013-03-01 4 F 0 2445 96.09 D 76261 D Represents an award of restricted stock units pursuant to the Issuer's 2007 Stock Option and Incentive Plan, as amended and restated. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date. 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, 2012. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934. /s/ Daniel H. Orenstein Attorney-in-Fact 2013-03-07