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 *
ROBERTS BRYAN E
   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)
(Last)
(First)
(Middle)
C/O VENROCK ASSOCIATES, 2494 SAND HILL ROAD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
09/25/2007
(Street)

MENLO PARK, CA 94025		 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 09/25/2007   C   1,547,889 A $ 0 1,547,889 I See Footnote. (1)
Common Stock 09/25/2007   C   2,227,377 A $ 0 2,227,377 I See Footnote. (2)
Common Stock 09/25/2007   C   169,758 A $ 0 169,758 I See Footnote. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 A-1 preferred stock (4) 09/25/2007   C     34,850 09/25/2007   (5) Common Stock 34,850 (4) 0 I See Footnote. (1)
Series A-1 preferred stock (4) 09/25/2007   C     50,150 09/25/2007   (5) Common Stock 50,150 (4) 0 I See Footnote. (2)
Series C preferred stock (4) 09/25/2007   C     870,352 09/25/2007   (5) Common Stock 870,352 (4) 0 I See Footnote. (1)
Series C preferred stock (4) 09/25/2007   C     1,252,382 09/25/2007   (5) Common Stock 1,252,382 (4) 0 I See Footnote. (2)
Series C preferred stock (4) 09/25/2007   C     111,720 09/25/2007   (5) Common Stock 111,720 (4) 0 I See Footnote. (3)
Series D preferred stock (4) 09/25/2007   C     571,091 09/25/2007   (5) Common Stock 571,091 (4) 0 I See Footnote. (1)
Series D preferred stock (4) 09/25/2007   C     821,815 09/25/2007   (5) Common Stock 821,815 (4) 0 I See Footnote. (2)
Series D preferred stock (4) 09/25/2007   C     58,038 09/25/2007   (5) Common Stock 58,038 (4) 0 I See Footnote. (3)
Series E preferred stock (4) 09/25/2007   C     71,596 09/25/2007   (5) Common Stock 71,596 (4) 0 I See Footnote. (1)
Series E preferred stock (4) 09/25/2007   C     103,030 09/25/2007   (5) Common Stock 103,030 (4) 0 I See Footnote. (2)

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   09/25/2007
**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) 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.
(2) 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.
(3) 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.
(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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