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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DRAPER TIMOTHY C (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (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) 09/25/2007
	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	09/25/2007		C		3,684,300	A	$0.00	3,684,300	I	By Draper Fisher Jurvetson Fund VI, L.P.(1)
Common Stock	09/25/2007		C		268,716	A	$0.00	268,716	I	By Draper Fisher Jurvetson Partners VI, LLC(2)
Common Stock	09/25/2007		C		8,597	A	$0.00	8,597	I	By Draper Associates, L.P.(3)

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
Series C preferred stock	(4)	09/25/2007		C			1,992,857	09/25/2007	(5)	Common Stock	1,992,857	(4)	0	I	By Draper Fisher Jurvetson Fund VI, L.P.(1)
Series C preferred stock	(4)	09/25/2007		C			150,000	09/25/2007	(5)	Common Stock	150,000	(4)	0	I	By Draper Fisher Jurvetson Partners VI, LLC(2)
Series D preferred stock	(4)	09/25/2007		C			1,509,741	09/25/2007	(5)	Common Stock	1,509,741	(4)	0	I	By Draper Fisher Jurvetson Fund VI, L.P.(1)
Series D preferred stock	(4)	09/25/2007		C			113,636	09/25/2007	(5)	Common Stock	113,636	(4)	0	I	By Draper Fisher Jurvetson Partners VI, LLC(2)
Series E preferred stock	(4)	09/25/2007		C			181,702	09/25/2007	(5)	Common Stock	181,702	(4)	0	I	By Draper Fisher Jurvetson Fund VI, L.P.(1)
Series E preferred stock	(4)	09/25/2007		C			5,080	09/25/2007	(5)	Common Stock	5,080	(4)	0	I	By Draper Fisher Jurvetson Partners VI, LLC(2)
Series E preferred stock	(4)	09/25/2007		C			8,597	09/25/2007	(5)	Common Stock	8,597	(4)	0	I	By Draper Associates, L.P.(3)

1. Name and Address of Reporting Person* DRAPER TIMOTHY C (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Draper Associates, Inc. (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DRAPER ASSOCIATES L P (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Draper Fisher Jurvetson Fund VI, L.P. (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Draper Fisher Jurvetson Management Co. VI, LLC (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Draper Fisher Jurvetson Partners VI, LLC (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fisher John H N (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Jurvetson Stephen T (Last) (First) (Middle) 2882 SAND HILL ROAD SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares held by Draper Fisher Jurvetson Fund VI, L.P. Draper Fisher Jurvetson Management Co. VI, LLC is the general partner of Draper Fisher Jurvetson Fund VI, L.P. and disclaims beneficial ownership except to the extent of its pecuniary interest therein. The Managing Directors of Draper Fisher Jurvetson Management Co. VI, LLC are Timothy Draper, John H.N. Fisher and Stephen T. Jurvetson. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein.

2. Shares held by Draper Fisher Jurvetson Partners VI, LLC. The Managing Members of Draper Fisher Jurvetson Partners VI, LLC are Timothy Draper, John H.N. Fisher and Stephen T. Jurvetson. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein.

3. Shares held by Draper Associates, L.P. Timothy Draper is the President of Draper Associates, Inc., which is the general partner to Draper Associates, L.P. Mr Draper has sole voting and investment power over the shares owned by Draper Associates, L.P. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. These shares automatically converted into common stock on a one-for-one basis upon the closing of the Issuer's initial public offering of common stock.

5. The preferred stock has no expiration date.

Remarks:

	/s/ Christopher E. Nolin Attorney-in-Fact for all Reporting Persons	09/25/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.