SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LAMONT ANN H

(Last)

(First)

(Middle)

C/O OAK INVESTMENT PARTNERS

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2007

3. Issuer Name and Ticker or Trading Symbol
ATHENAHEALTH INC [ ATHN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	82,153	^{( 1 )}	I	See Footnote. ^{( 3 )}
Series A-1 preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	875	^{( 1 )}	I	See Footnote. ^{( 4 )}
Series A-1 preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	1,972	^{( 1 )}	I	See Footnote. ^{( 5 )}
Series D preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	4,207,013	^{( 1 )}	I	See Footnote. ^{( 3 )}
Series D preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	44,839	^{( 1 )}	I	See Footnote. ^{( 4 )}
Series D preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	100,980	^{( 1 )}	I	See Footnote. ^{( 5 )}
Series E preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	168,776	^{( 1 )}	I	See Footnote. ^{( 3 )}
Series E preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	1,798	^{( 1 )}	I	See Footnote. ^{( 4 )}
Series E preferred stock	^{( 1 )}	^{( 2 )}	Common Stock	4,052	^{( 1 )}	I	See Footnote. ^{( 5 )}

Explanation of Responses:

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

2. The preferred stock has no expiration date.

3. Represents shares directly owned by Oak Investment Partners IX, L.P. ("Oak IX, L.P.").

4. Represents shares directly owned by Oak IX Affiliates Fund, L.P. ("Oak IX Affiliates, L.P.").

5. Represents shares owned directly by Oak IX Affiliates Fund-A, L.P. ("Oak IX Affiliates A, L.P.").

Remarks:

Ann H. Lamont is a director of athenahealth, Inc. Ms. Lamont is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX, L.P.; and a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates, L.P. and Oak IX Affiliates A , L.P. Ms. Lamont disclaims beneficial ownership of any securities (except to the extent of her pecuniary interest in such securities), and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

	/s/ Christopher E. Nolin Attorney-in-Fact	09/19/2007
	** 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 5 (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).
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