Bush Jonathan 4/A

Accession 0001131096-18-000146

CIK 0001131096other

View on SEC.gov Company Profile

Filed

Jun 7, 8:00 PM ET

Accepted

Jun 8, 6:21 PM ET

Size

21.9 KB

Accession

0001131096-18-000146

Insider Transaction Report

Form 4/AAmended

Period: 2018-03-01

ATHENAHEALTH INCATHN

Bush Jonathan

DirectorCEO and President

Transactions

Award
Common Stock
2018-03-01+5,726→ 321,533 total
Tax Payment
Common Stock
2018-03-01$139.74/sh−2,546$355,778→ 318,987 total
Award
Common Stock
2018-03-01+7,644→ 326,631 total
Sale
Common Stock
2018-03-01$139.27/sh−250$34,818→ 335,356 total
Tax Payment
Common Stock
2018-03-01$139.74/sh−3,398$474,837→ 323,233 total
Exercise/Conversion
Common Stock
2018-03-01$44.90/sh+250$11,225→ 333,927 total
Award
Stock Option (Right to Buy)
2018-03-01+25,693→ 25,693 total
Exercise: $137.49From: 2018-03-01Exp: 2028-03-01→ Common Stock (25,693 underlying)
Award
Common Stock
2018-03-01+10,444→ 333,677 total
Exercise/Conversion
Stock Option (Right to Buy)
2018-03-01−250→ 59,500 total
Exercise: $44.90From: 2012-04-01Exp: 2021-03-31→ Common Stock (250 underlying)

Holdings

Common Stock
(indirect: See Footnote)
103,424
Common Stock
(indirect: See Footnote)
27,998

Footnotes (9)

[F1]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.
[F2]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.
[F3]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.
[F4]This Form 4/A amends the Form 4 filed on behalf of the Reporting Person on March 5, 2018 that excluded this stock option exercise transaction due to administrative error.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]The option award vests in three equal annual installments beginning on March 1, 2019.

Documents

1 file

4
wf-form4a_152849643828473.xml
FORM 4/A

Issuer

ATHENAHEALTH INC

CIK 0001131096

→

Entity typeother

Related Parties

filerCIK 0001412213

Filing Metadata

Form type: 4/A
Filed: Jun 7, 8:00 PM ET
Accepted: Jun 8, 6:21 PM ET
Size: 21.9 KB

View on SEC.gov