0001131096-19-000045.txt : 20190213
0001131096-19-000045.hdr.sgml : 20190213
20190213201314
ACCESSION NUMBER: 0001131096-19-000045
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: Hull Brandon H
CENTRAL INDEX KEY: 0001357695
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33689
FILM NUMBER: 19600010
MAIL ADDRESS:
STREET 1: 221 NASSAU STREET
CITY: PRINCETON
STATE: NJ
ZIP: 08542
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_155010678013597.xml
FORM 4
X0306
4
2019-02-11
1
0001131096
ATHENAHEALTH INC
ATHN
0001357695
Hull Brandon H
C/O ATHENAHEALTH, INC.
311 ARSENAL STREET
WATERTOWN
MA
02472
1
0
0
0
Common Stock
2019-02-11
4
D
0
7161
135
D
0
D
Stock Option (Right to Buy)
129.25
2019-02-11
4
D
0
3923
5.75
D
2016-06-01
2025-03-02
Common Stock
3923.0
0
D
Stock Option (Right to Buy)
91.15
2019-02-11
4
D
0
4036
43.85
D
2013-06-01
2022-08-01
Common Stock
4036.0
0
D
Stock Option (Right to Buy)
56.03
2019-02-11
4
D
0
3406
78.97
D
2012-07-01
2021-10-03
Common Stock
3406.0
0
D
Stock Option (Right to Buy)
26.91
2019-02-11
4
D
0
4200
108.09
D
2011-06-01
2020-08-02
Common Stock
4200.0
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.
1,931 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.
Represents shares of Common Stock underlying a non-qualified stock option ("Option") award with an exercise price less than $135. Pursuant to the Merger Agreement, on February 11, 2019,each vested or unvested in-the-money Option outstanding immediately prior to the Effective Time was canceled and the underlying shares converted into the right to receive the Merger Consideration (net of the Option exercise price, as described in the Merger Agreement).
The price reflected in this column is the cash payment amount per Option (representing the difference between the Merger Consideration and the Option exercise price).
/s/ Dan Haley, Attorney-in-Fact
2019-02-13