UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B),(C)
AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(AMENDMENT NO. 1)*
athenahealth, Inc.
(NAME OF ISSUER)
COMMON STOCK PAR VALUE $0.01
(TITLE OF CLASS OF SECURITIES)
04685W103
(CUSIP NUMBER)
DECEMBER 31, 2008
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 04685W103 13G PAGE 2 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Oak Investment Partners IX, Limited Partnership
06-1556218
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 04685W103 13G PAGE 3 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Oak Associates IX, LLC
06-1556230
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 04685W103 13G PAGE 4 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Oak IX Affiliates Fund, Limited Partnership
06-1556229
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 04685W103 13G PAGE 5 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Oak IX Affiliates, LLC
06-1556233
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 04685W103 13G PAGE 6 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Oak IX Affiliates Fund - A, Limited Partnership
06-1571899
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 04685W103 13G PAGE 7 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Oak Management Corporation
06-0990851
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
CO
CUSIP NO. 04685W103 13G PAGE 8 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Bandel L. Carano
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 04685W103 13G PAGE 9 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Gerald R. Gallagher
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
2,820 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
2,820 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,820 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 04685W103 13G PAGE 10 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Edward F. Glassmeyer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
11,836 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
11,836 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,836 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 04685W103 13G PAGE 11 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Fredric W. Harman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 04685W103 13G PAGE 12 OF 17 PAGES
1. NAME OF REPORTING PERSONS
Ann H. Lamont
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
7,863 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
7,863 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,863 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
IN
Item 1.
(a) Name of Issuer:
athenahealth, Inc.
(b) Address of Issuer's principal executive offices:
311 Arsenal Street
Watertown, MA 02472
Item 2.
(a) Names of persons filing:
Oak Investment Partners IX, Limited Partnership ("Oak Investment Partners
IX")
Oak Associates IX, LLC ("Oak Associates IX")
Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates Fund")
Oak IX Affiliates, LLC ("Oak IX Affiliates")
Oak IX Affiliates Fund - A, Limited Partnership ("Oak IX Affiliates Fund -
A")
Oak Management Corporation ("Oak Management")
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
(b) Address or principal business office or, if none, residence:
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut 06880
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d) Title of class of securities:
Common stock, par value $0.01 per share
(e) CUSIP No.: 04685W103
Item 3.If this is a statement filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ]Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
(b)[ ]Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ]Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d)[ ]Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e)[ ]An investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E);
(f)[ ]An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g)[ ]A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h)[ ]A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ]A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)[ ]Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Not applicable
Item 4.Ownership
The Amendment No. 1 to Schedule 13G filed on the date hereof reports the
beneficial ownership of the
Reporting Persons as of December 31, 2008 pursuant to Rule 13d-2(b) of the
Securities Exchange Act of 1934, as amended. On March 24, 2008, Oak Investment
Partners IX distributed 1,203,644 shares of the Issuer's Common Stock to its
limited and general partners. On August 11, 2008 Oak Investment Partners IX
distributed 700,000 shares of the Issuer's Common Stock to its limited and
general partners. On November 7, 2008 Oak Investment Partners IX distributed
2,108,503 shares of the Issuer's Common Stock to its limited and general
partners. On November 7, 2008 Oak IX Affiliates Fund distributed 42,761 shares
of the Issuer's Common Stock to its limited and general partners. On November
7, 2008 Oak IX Affiliates Fund - A distributed 96,304 shares of the Issuer's
Common Stock to its limited and general partners. As a result of these
distributions, no Reporting Person is a beneficial owner of more than five
percent (5%) of the Issuer's Common Stock. The Reporting Persons are filing
this Amendment No. 1 to Schedule 13G to report the beneficial ownership of the
Reporting Persons as of December 31, 2008 after giving effect to the
consummation of the distributions.
The approximate percentages of Common Shares reported as beneficially
owned by the Reporting Persons are based upon 33,180,624 Common Shares
outstanding as of November 5, 2008, as reported in the Company's Form 10-Q filed
with the Securities and Exchange Commission on November 7, 2008.
Oak Associates IX is the general partner of Oak Investment Partners IX.
Oak IX Affiliates is the general partner of each of Oak IX Affiliates Fund and
Oak IX Affiliates Fund - A. Oak Management is the manager of each of Oak
Investment Partners IX, Oak IX Affiliates Fund and Oak IX Affiliates Fund - A.
Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman
and Ann H. Lamont are the managing members of each of Oak Associates IX and Oak
IX Affiliates, the general partner of Oak Investment Partners IX, on the one
hand, and Oak IX Affiliates Fund and Oak IX Affiliates Fund - A, on the other
hand, and as such, may be deemed to possess shared beneficial ownership of any
shares of common stock held by such entities.
By making this filing, the Reporting Persons acknowledge that they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, in connection with the securities
of the Issuer. Each Reporting Person disclaims the existence of a "group" and
disclaims beneficial ownership of all shares of Common Stock or securities
convertible into or exercisable for Common Stock other than any shares or other
securities reported herein as being owned by it, him or her, as the case may be.
Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing
entity.
Item 5.Ownership of Five Percent (5%) or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ].
Item 6.Ownership of More than Five Percent (5%) on Behalf of Another Person.
Not applicable
Item 7.Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable
Item 8.Identification and Classification of Members of the Group.
Not applicable
Item 9.Notice of Dissolution of Group.
Not applicable
Item 10.Certifications.
By signing below, each of the undersigned certifies that, to the best of his or
its individual knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement with respect to such entity or individual is true, complete and
correct.
Dated: February 12, 2009
Entities:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak IX Affiliates Fund - A, Limited Partnership
Oak Management Corporation
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner, Managing Member,
or Executive Officer (as appropriate),
or as attorney-in-fact for the
above-listed entities
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer,
individually, and as
attorney-in-fact for the other
above-listed individuals
INDEX TO EXHIBITS
EXHIBIT A Joint Filing Agreement
EXHIBIT B Power of Attorney (previously filed)
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned hereby agree to file jointly the statement on this
Amendment No. 1 to Schedule 13G to which this Agreement is attached and any
amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G
under the Securities Exchange Act of 1934, as two or more persons with respect
to the same securities (17 C.F.R. Section 240.13d-1(k)).
It is understood and agreed that each of the parties hereto is responsible for
the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness and accuracy of
information concerning any other party unless such party knows or has reason to
believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as
an exhibit to the statement on this Amendment No. 1 to Schedule 13G, and may be
attached to any amendments thereto, filed on behalf of each of the parties
hereto with respect to this Issuer.
Dated: February 12, 2009
Entities:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak IX Affiliates Fund - A, Limited Partnership
Oak Management Corporation
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner, Managing Member,
or Executive Officer (as appropriate),
or as attorney-in-fact for the
above-listed entities
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer,
individually, and as
attorney-in-fact for the other
above-listed individuals