Edgar Filing: ATHENAHEALTH INC

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â DRAPER TIMOTHY C

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

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

(Last)

(First)

(Middle)

2882 SAND HILL ROAD,Â SUITE 150

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

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

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

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	1,992,857	$ ⁽¹⁾	I	By Draper Fisher Jurvetson Fund VI, L.P. ⁽³⁾
Series C preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	150,000	$ ⁽¹⁾	I	By Draper Fisher Jurvetson Partners VI, LLC ⁽⁴⁾
Series D preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	1,509,741	$ ⁽¹⁾	I	By Draper Fisher Jurvetson Fund VI, L.P. ⁽³⁾
Series D preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	113,636	$ ⁽¹⁾	I	By Draper Fisher Jurvetson Partners VI, LLC ⁽⁴⁾
Series E preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	181,702	$ ⁽¹⁾	I	By Draper Fisher Jurvetson Fund VI, L.P. ⁽³⁾
Series E preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	5,080	$ ⁽¹⁾	I	By Draper Fisher Jurvetson Partners VI, LLC ⁽⁴⁾
Series E preferred stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	8,597	$ ⁽¹⁾	I	By Draper Associates, L.P. ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DRAPER TIMOTHY C 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Draper Fisher Jurvetson Fund VI, L.P. 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Draper Fisher Jurvetson Management Co. VI, LLC 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Fisher John H N 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Jurvetson Stephen T 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Draper Associates, Inc. 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
DRAPER ASSOCIATES L P 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Draper Fisher Jurvetson Partners VI, LLC 2882 SAND HILL ROAD SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ Christopher E. Nolin Attorney-in-Fact for all Reporting Persons		09/19/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	Shares held by Draper Fisher Jurvetson Fund VI, L.P. Draper Fisher Jurvetson Management Co. VI, LLC is the general partner of Draper Fisher Jurvetson Fund VI, L.P. and disclaims beneficial ownership except to the extent of its pecuniary interest therein. The Managing Directors of Draper Fisher Jurvetson Management Co. VI, LLC are Timothy Draper, John H.N. Fisher and Stephen T. Jurvetson. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein.
(4)	Shares held by Draper Fisher Jurvetson Partners VI, LLC. The Managing Members of Draper Fisher Jurvetson Partners VI, LLC are Timothy Draper, John H.N. Fisher and Stephen T. Jurvetson. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein.
(5)	Shares held by Draper Associates, L.P. Timothy Draper is the President of Draper Associates, Inc., which is the general partner to Draper Associates, L.P. Mr Draper has sole voting and investment power over the shares owned by Draper Associates, L.P. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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