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
X	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) 03/24/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	03/24/2008		J ( 1 )		1,203,644	D	( 1 )	2,808,503	I	See Note ( 2 )
Common Stock								2,071	D ( 3 )
Common Stock								42,761	I	See Note ( 4 )
Common Stock								96,304	I	See Note ( 5 )

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

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)

1. Name and Address of Reporting Person* OAK INVESTMENT PARTNERS IX L P (Last) (First) (Middle) ONE GORHAM ISLAND (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* OAK IX AFFILIATES FUND LP (Last) (First) (Middle) ONE GORHAM ISLAND (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* OAK IX AFFILIATES FUND A LP (Last) (First) (Middle) ONE GORHAM ISLAND (Street) WESTPORT CT 06880 (City) (State) (Zip)

Explanation of Responses:

1. On March 24, 2008, Oak Investment Partners IX, Limited Partnership ("Oak IX, L.P.") made an in-kind distribution, without any additional consideration, of Common Stock to the limited and general partners of Oak IX, L.P. In turn, the general partner made an in-kind distribution of the shares it received to its members.

2. Represents shares directly owned by Oak IX, L.P.

3. Represents shares directly owned by Ann H. Lamont, a director of the Athenahealth Inc., and received as part of the distributions described in footnote 1. This acquisition merely reflects a change in beneficial ownership from indirect to direct. No other Reporting Person has any pecuniary interest in these shares.

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

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

Remarks:

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 Fund-A, L.P. Oak IX, L.P., Oak IX Affiliates, L.P. and Oak IX Affiliates Fund-A, L.P. are no longer subject to Section 16 because the Reporting Persons are no longer 10% owners. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, 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.

	Ann H. Lamont	03/27/2008
	Ann H. Lamont, Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak Investment Partners IX, Limited Partnership	03/27/2008
	Ann H. Lamont, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund, Limited Partnership and Oak IX Affiliates Fund-A, Limited Partnership	03/27/2008
	** Signature of Reporting Person	Date
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