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 *
  ROBERTS BRYAN E
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)
C/O VENROCK ASSOCIATES, 2494 SAND HILL ROAD, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025
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 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 preferred stock   (1)   (2) Common Stock 34,850 $ (1) I See Footnote. (3)
Series A-1 preferred stock   (1)   (2) Common Stock 50,150 $ (1) I See Footnote. (4)
Series C preferred stock   (1)   (2) Common Stock 870,352 $ (1) I See Footnote. (3)
Series C preferred stock   (1)   (2) Common Stock 1,252,382 $ (1) I See Footnote. (4)
Series C preferred stock   (1)   (2) Common Stock 111,720 $ (1) I See Footnote. (5)
Series D preferred stock   (1)   (2) Common Stock 571,091 $ (1) I See Footnote. (3)
Series D preferred stock   (1)   (2) Common Stock 821,815 $ (1) I See Footnote. (4)
Series D preferred stock   (1)   (2) Common Stock 58,038 $ (1) I See Footnote. (5)
Series E preferred stock   (1)   (2) Common Stock 71,596 $ (1) I See Footnote. (3)
Series E preferred stock   (1)   (2) Common Stock 103,030 $ (1) I See Footnote. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROBERTS BRYAN E
C/O VENROCK ASSOCIATES
2494 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
  X   X    

Signatures

/s/ Bryan E. Roberts 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) Securities held of record by Venrock Associates, a limited partnership of which Bryan E. Roberts is a general partner. Mr. Roberts disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4) Securities held of record by Venrock Associates II, L.P., a limited partnership of which Bryan E. Roberts is a general partner. Mr. Roberts disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5) Securities held of record by Venrock Entrepreneurs Fund, L.P., a limited partnership of which Venrock Management, LLC is the general partner. Mr. Roberts is a member of Venrock Management, LLC. Mr. Roberts disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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