Porter Jonathan D. 4
4 · ATHENAHEALTH INC · Filed Feb 13, 2019
Insider Transaction Report
Form 4
ATHENAHEALTH INCATHN
Porter Jonathan D.
SVP, Network Services
Transactions
- Disposition to Issuer
Common Stock
2019-02-11$135.00/sh−22,783$3,075,705→ 0 total
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 11, 2018, among athenahealth, Inc. (the "Company"), May Holding Corp., and May Merger Sub Inc. (the "Merger Agreement"), on February 11, 2019, each share of athenahealth common stock, par value $0.01 ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $135.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.
- [F2]9,493 of these securities represent shares of Common Stock underlying athenahealth restricted stock unit ("RSU") awards subject to time-based vesting. Pursuant to the Merger Agreement, on February 11, 2019, unvested RSUs outstanding immediately prior to the Effective Time were canceled and converted into the right to receive the Merger Consideration, subject to any required withholding taxes.
- [F3]Amount includes 6,863 shares of Common Stock underlying performance stock unit ("PSU") awards which had not been previously reported. Pursuant to the Merger Agreement, on February 11, 2019, each PSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the Merger Consideration (as if the applicable performance conditions were deemed achieved at such levels as described in the Merger Agreement).