SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VENROCK ASSOCIATES II LP

(Last) (First) (Middle)
C/O VENROCK
2494 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ATHENAHEALTH INC [ ATHN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/07/2008 J(1) 392,304 D (2) 1,155,553 D(1)
Common Stock 05/07/2008 J(3) 564,594 D (2) 1,662,812 D(3)
Common Stock 05/07/2008 J(4) 43,007 D (2) 126,754 D(4)
Common Stock 05/07/2008 J(5) 362 A (2) 362 D(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
VENROCK ASSOCIATES II LP

(Last) (First) (Middle)
C/O VENROCK
2494 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VENROCK ASSOCIATES

(Last) (First) (Middle)
ROOM 5508
30 ROCKEFELLER PLAZA

(Street)
NEW YOKR NY 10112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VENROCK ENTERPRENEURS FUND LP

(Last) (First) (Middle)
1,239,244
2494 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VENROCK MANAGEMENT LLC

(Last) (First) (Middle)
C/O VENROCK
2494 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares directly owned by Venrock Associates and reflects the pro-rata distribution to its partners of 392,304 shares of Common Stock effected on May 7, 2008.
2. Not applicable.
3. Represents shares directly owned by Venrock Associates, II, L.P. and reflects the pro-rata distribution to its partners of 564,594 shares of Common Stock effected on May 7, 2008.
4. Represents shares directly owned by Venrock Entrepreneurs Fund, L.P. ("Entrepreneurs") and reflects the pro-rata distribution to its partners of 43,007 shares of Common Stock effected on May 7, 2008. Venrock Management, LLC ("Venrock Management") is the general partner of Entrepreneurs. Venrock Management disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
5. Represents shares directly owned by Venrock Management. Reflects a change in form of beneficial ownership from indirect to direct by virtue of the receipt of 362 shares in connection with the distribution by Entrepreneurs described in footnote 4, which was effected on May 7, 2008.
Remarks:
VENROCK ASSOCIATES II, L.P. By: /s/ Bryan E. Roberts Name: Bryan E. Roberts Title: General Partner 05/09/2009
/s/ Bryan E. Roberts, General Partner 05/09/2008
/s/ Bryan E. Roberts, Member, Venrock Management, LLC, its General Partner 05/09/2008
/s/ Bryan E. Roberts, Member 05/09/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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