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