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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * KANE JOHN A   2. Issuer Name and Ticker or Trading Symbol ATHENAHEALTH INC [ATHN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ATHENAHEALTH, INC., 311 ARSENAL STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2019 (Street) WATERTOWN, MA 02472 4. If Amendment, Date 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 (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 02/11/2019   D(1)   13,940 (2) D $ 135 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Stock Option (Right to Buy)

$ 56.03

02/11/2019

D(1)

6,812 (3)

07/01/2012

10/03/2021

Common Stock

6,812

$ 78.97 (4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KANE JOHN A C/O ATHENAHEALTH, INC. 311 ARSENAL STREET WATERTOWN, MA 02472	X

Signatures

/s/ Dan Haley, as Attorney-in-Fact		02/13/2019
**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)	Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 11, 2018, among athenahealth, Inc. (the "Company"), May Holding Corp., and May Merger Sub Inc. (the "Merger Agreement"), on February 11, 2019, each share of athenahealth common stock, par value $0.01 ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $135.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.
(2)	1,931 of these securities represent shares of Common Stock underlying athenahealth restricted stock unit ("RSU") awards subject to time-based vesting. Pursuant to the Merger Agreement, on February 11, 2019, unvested RSUs outstanding immediately prior to the Effective Time were canceled and converted into the right to receive the Merger Consideration, subject to any required withholding taxes.
(3)	Represents shares of Common Stock underlying a non-qualified stock option ("Option") award with an exercise price less than $135. Pursuant to the Merger Agreement, on February 11, 2019, each vested or unvested in-the-money Option outstanding immediately prior to the Effective Time was canceled and the underlying shares converted into the right to receive the Merger Consideration (net of the Option exercise price, as described in the Merger Agreement).
(4)	The price reflected in this column is the cash payment amount per Option (representing the difference between the Merger Consideration and the Option exercise price).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.