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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1. Name and Address of Reporting Person * O'Brien Timothy John   2. Issuer Name and Ticker or Trading Symbol ATHENAHEALTH INC [ATHN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Chief Marketing Officer (Last) (First) (Middle) C/O ATHENAHEALTH, INC., 311 ARSENAL ST. 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2016 (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 03/01/2016   M   62 A (1) 62 D   Common Stock 03/01/2016   F   20 (2) D $ 132.37 42 D   Common Stock 03/01/2016   M   251 A (1) 293 D   Common Stock 03/01/2016   F   81 (2) D $ 132.37 212 D   Common Stock 03/01/2016   M   212 A (1) 424 D   Common Stock 03/01/2016   F   68 (2) D $ 132.37 356 D   Common Stock 03/01/2016   M   225 A (1) 581 D   Common Stock 03/01/2016   F   73 (2) D $ 132.37 508 D   Common Stock 03/01/2016   M   500 A (1) 1,008 D   Common Stock 03/01/2016   F   162 (2) D $ 132.37 846 D   Common Stock 03/01/2016   S   846 D $ 132.25 0 D

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

Restricted Stock Unit

(3)

03/01/2016

M

62

(4)

03/01/2016

Common Stock

62

$ 0

0

D

Restricted Stock Unit

(3)

03/01/2016

M

251

(5)

03/01/2017

Common Stock

251

$ 0

250

D

Restricted Stock Unit

(3)

03/01/2016

M

212

(6)

03/01/2018

Common Stock

212

$ 0

414

D

Restricted Stock Unit

(3)

03/01/2016

M

225

(7)

03/01/2019

Common Stock

225

$ 0

448

D

Restricted Stock Unit

(3)

03/01/2016

M

500

(8)

03/01/2019

Common Stock

500

$ 0

1,500

D

Restricted Stock Unit

(3)

03/01/2016

A

12,500

(9)

03/01/2020

Common Stock

12,500

$ 0

12,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O'Brien Timothy John C/O ATHENAHEALTH, INC. 311 ARSENAL ST. WATERTOWN, MA 02472			SVP, Chief Marketing Officer

Signatures

/s/ Lan Marinelli, Attorney-in-Fact		03/02/2016
**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)	Restricted Stock Unit convert into common stock on a one-for-one basis.
(2)	Shares withheld to satisfy tax withholding obligations incurred upon the vesting of restricted stock units. This transaction is considered an exempt sale pursuant to Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934.
(3)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(4)	On March 1, 2012, the Reporting Person was granted 250 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2013.
(5)	On March 1, 2013, the Reporting Person was granted 1,003 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2014.
(6)	On March 3, 2014, the Reporting Person was granted 849 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2015.
(7)	On March 2, 2015, the Reporting Person was granted 898 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2016.
(8)	On March 2, 2015, the Reporting Person was granted 2,000 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2016.
(9)	On March 1, 2016, the Reporting Person was granted 12,500 restricted stock units. The restricted stock units vest in four equal annual installments beginning on March 1, 2017.

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