0001131096-19-000041.txt : 20190213 0001131096-19-000041.hdr.sgml : 20190213 20190213183908 ACCESSION NUMBER: 0001131096-19-000041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190211 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khot Prakash CENTRAL INDEX KEY: 0001667093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33689 FILM NUMBER: 19599712 MAIL ADDRESS: STREET 1: C/O ATHENAHEALTH, INC. STREET 2: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATHENAHEALTH INC CENTRAL INDEX KEY: 0001131096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043387530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-402-1000 MAIL ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 wf-form4_155010113350037.xml FORM 4 X0306 4 2019-02-11 1 0001131096 ATHENAHEALTH INC ATHN 0001667093 Khot Prakash C/O ATHENAHEALTH, INC. 311 ARSENAL ST. WATERTOWN MA 02472 0 1 0 0 EVP, Chief Technology Officer Common Stock 2019-02-11 4 D 0 33888 135 D 0 D 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. 15,118 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. Amount includes 9,658 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), subject to any required withholding taxes. /s/ Dan Haley, as Attorney-in-Fact 2019-02-13