Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
CARDINAL HEALTH PARTNERS LP
   2. Issuer Name and Ticker or Trading Symbol
ATHENAHEALTH INC [ATHN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CARDINAL PARTNERS, 600 ALEXANDER PARK, SUITE 204		 3. Date of Earliest Transaction (Month/Day/Year)
09/25/2007
(Street)

PRINCETON, NJ 08540		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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   1,915,246 A $ 0 1,915,246 I See Footnote. (1)
Common Stock 09/25/2007   C   1,450,944 A $ 0 1,450,944 I See Footnote. (2)
Common Stock 09/25/2007   S   383,000 (3) D $ 18 1,532,246 I See Footnote. (1)
Common Stock 09/25/2007   S   290,000 (3) D $ 18 1,160,944 I See Footnote. (2)

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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 Underlying Securities
(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 of Derivative Security: 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 C preferred stock (4) 09/25/2007   C     1,915,246 09/25/2007   (5) Common Stock 1,915,246 (4) 0 I See Footnote. (1)
Series D preferred stock (4) 09/25/2007   C     1,450,944 09/25/2007   (5) Common Stock 1,450,944 (4) 0 I See Footnote. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CARDINAL HEALTH PARTNERS LP
C/O CARDINAL PARTNERS
600 ALEXANDER PARK, SUITE 204
PRINCETON, NJ 08540		     X    
Cardinal Health Partners Management, L.L.C
C/O CARDINAL PARTNERS
600 ALEXANDER PARK, SUITE 204
PRINCETON, NJ 08540		     X    
CLARKE JOHN K
C/O CARDINAL PARTNERS
600 ALEXANDER PARK, SUITE 204
PRINCETON, NJ 08540		     X    
Tatum Lisa Skeete
C/O CARDINAL PARTNERS
600 ALEXANDER PARK, SUITE 204
PRINCETON, NJ 08540		     X    
Park John Joseph
C/O CARDINAL PARTNERS
600 ALEXANDER PARK, SUITE 204
PRINCETON, NJ 08540		     X    
CHP II Management, LLC
C/O CARDINAL PARTNERS
600 ALEXANDER PARK, SUITE 204
PRINCETON, NJ 08540		     X    

Signatures

 /s/ Christopher E. Nolin Attorney-in-Fact for all Reporting Persons   09/25/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Cardinal Health Partners, L.P. is the record holder of the securities. As the general partner of Cardinal Health Partners, L.P., Cardinal Health Partners Management, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of Cardinal Health Partners Management, L.L.C., each of John K. Clarke, Brandon H. Hull, Lisa Skeete Tatum and John J. Park may be deemed to be beneficial owners of the securities. Each Joint Filer, other than Cardinal Health Partners, L.P., expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.
(2) CHP II, L.P. is the record holder of the securities. As the general partner of CHP II, L.P., CHP II Management, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of CHP II Management, L.L.C., each of John K. Clarke, Brandon H. Hull, Lisa Skeete Tatum and John J. Park may be deemed to be beneficial owners of the securities. Each Joint Filer, other than CHP II, L.P., expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.
(3) 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.
(4) 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.
(5) The preferred stock has no expiration date.

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