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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 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* LAMONT ANN H (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS ONE GORHAM ISLAND (Street) WESTPORT CT 06880 (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) X 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) X Form filed by One Reporting Person 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		4,457,942	A	$0	4,457,942	I	See Footnote. ( 1 )
Common Stock	09/25/2007		C		47,512	A	$0	47,512	I	See Footnote. ( 2 )
Common Stock	09/25/2007		C		107,004	A	$0	107,004	I	See Footnote. ( 3 )
Common Stock	09/25/2007		S		445,795 ( 4 )	D	$18	4,012,147	I	See Footnote. ( 1 )
Common Stock	09/25/2007		S		4,751 ( 4 )	D	$18	42,761	I	See Footnote. ( 2 )
Common Stock	09/25/2007		S		10,700 ( 4 )	D	$18	96,304	I	See Footnote. ( 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 A-1 preferred stock	( 5 )	09/25/2007		C			82,153	09/25/2007	( 6 )	Common Stock	82,153	( 5 )	0	I	See Footnote. ( 1 )
Series A-1 preferred stock	( 5 )	09/25/2007		C			875	09/25/2007	( 6 )	Common Stock	875	( 5 )	0	I	See Footnote. ( 2 )
Series A-1 preferred stock	( 5 )	09/25/2007		C			1,972	09/25/2007	( 6 )	Common Stock	1,972	( 5 )	0	I	See Footnote. ( 3 )
Series D preferred stock	( 5 )	09/25/2007		C			4,207,013	09/25/2007	( 6 )	Common Stock	4,207,013	( 5 )	0	I	See Footnote. ( 1 )
Series D preferred stock	( 5 )	09/25/2007		C			44,839	09/25/2007	( 6 )	Common Stock	44,839	( 5 )	0	I	See Footnote. ( 2 )
Series D preferred stock	( 5 )	09/25/2007		C			100,980	09/25/2007	( 6 )	Common Stock	100,980	( 5 )	0	I	See Footnote. ( 3 )
Series E preferred stock	( 5 )	09/25/2007		C			168,776	09/25/2007	( 6 )	Common Stock	168,776	( 5 )	0	I	See Footnote. ( 1 )
Series E preferred stock	( 5 )	09/25/2007		C			1,798	09/25/2007	( 6 )	Common Stock	1,798	( 5 )	0	I	See Footnote. ( 2 )
Series E preferred stock	( 5 )	09/25/2007		C			4,052	09/25/2007	( 6 )	Common Stock	4,052	( 5 )	0	I	See Footnote. ( 3 )

Explanation of Responses:

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

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

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

4. Shares sold pursuant to the initial public offering of common stock of athenahealth, Inc. through both the secondary offering and exercise of the over-allotment option by the underwriters.

5. 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.

6. The preferred stock has no expiration date.

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	09/25/2007
	** Signature of Reporting Person	Date
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