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 * VENROCK ASSOCIATES II LP   2. Issuer Name and Ticker or Trading Symbol ATHENAHEALTH INC [ATHN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VENROCK, 2494 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 05/07/2008 (Street) MENLO PARK, CA 94025 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 05/07/2008   J(1)   392,304 D (2) 1,155,553 D (1)   Common Stock 05/07/2008   J(3)   564,594 D (2) 1,662,812 D (3)   Common Stock 05/07/2008   J(4)   43,007 D (2) 126,754 D (4)   Common Stock 05/07/2008   J(5)   362 A (2) 362 D (5)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VENROCK ASSOCIATES II LP C/O VENROCK 2494 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
VENROCK ASSOCIATES ROOM 5508 30 ROCKEFELLER PLAZA NEW YOKR, NY 10112		X
VENROCK ENTERPRENEURS FUND LP 0001239244 2494 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
VENROCK MANAGEMENT LLC C/O VENROCK 2494 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X

Signatures

VENROCK ASSOCIATES II, L.P. By: /s/ Bryan E. Roberts Name: Bryan E. Roberts Title: General Partner		05/09/2009
**Signature of Reporting Person		Date
/s/ Bryan E. Roberts, General Partner		05/09/2008
**Signature of Reporting Person		Date
/s/ Bryan E. Roberts, Member, Venrock Management, LLC, its General Partner		05/09/2008
**Signature of Reporting Person		Date
/s/ Bryan E. Roberts, Member		05/09/2008
**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)	Represents shares directly owned by Venrock Associates and reflects the pro-rata distribution to its partners of 392,304 shares of Common Stock effected on May 7, 2008.
(2)	Not applicable.
(3)	Represents shares directly owned by Venrock Associates, II, L.P. and reflects the pro-rata distribution to its partners of 564,594 shares of Common Stock effected on May 7, 2008.
(4)	Represents shares directly owned by Venrock Entrepreneurs Fund, L.P. ("Entrepreneurs") and reflects the pro-rata distribution to its partners of 43,007 shares of Common Stock effected on May 7, 2008. Venrock Management, LLC ("Venrock Management") is the general partner of Entrepreneurs. Venrock Management disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
(5)	Represents shares directly owned by Venrock Management. Reflects a change in form of beneficial ownership from indirect to direct by virtue of the receipt of 362 shares in connection with the distribution by Entrepreneurs described in footnote 4, which was effected on May 7, 2008.

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