exv4w1



 





Exhibit 4.1








	Dated:




	TITLE TO COME




	SIGNATURE TO COME




	[Graphic Appears Here]




	[Graphic Appears Here]




	transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.




	This certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar. WITNESS the seal of the Corporation and the signatures of its duly authorized officers.




	IS THE OWNER OF




	ATHENAHEALTH, INC.




	TITLE TO COME




	SIGNATURE TO COME




	FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH, OF THE COMMON STOCK OF




	Authorized




	Transfer and Signature Registrar Agent




	By




	Countersigned




	AMERICAN




	and




	STOCK




	Registered:




	TRANSFER




	& TRUST




	COMPANY




	[Graphic Appears Here]




	ATHN




	THIS CERTIFIES THAT




	INCORPORATED UNDER THE LAWS OF CUSIP 04685W 10 3 THE STATE OF DELAWARE




	[Graphic Appears Here]




	SEE REVERSE FOR CERTAIN DEFINITIONS




	prints in SC-3 Dark Green. Intaglio




	only. position




	Logo is for Printing:




	for Selected




	Colors




	However,




	. product




	ink. printing




	the dyes and of the color as it will appear on the final between representation difference




	from the proof due to the color laser printer. It is a good different quality, graphics may
appear slightly on a product artwork and the final printed This proof was printed from a digital
file or rendition, COLOR: it is not an exact color




	AMERICAN BANK NOTE COMPANY




	711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003




	SALES: R. JOHNS




	516-731-2885




	/ ETHER 7 / LIVE JOBS / A / Athenahealth 27642 BK




	PRODUCTION COORDINATOR: MIKE PETERS 931-490-1714 PROOF OF JULY 16, 2007




	ATHENAHEALTH, INC. TSB 27642 BK (LITHO)




	Operator: AP
New
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS
OK WITH CHANGES            MAKE CHANGES AND SEND ANOTHER PROOF





 









 









	The Company will furnish to any shareholder upon request and without charge a full statement
of the designation, relative rights, preferences and limitations of the shares of each class
authorized to be issued and the designation, relative rights, preferences and limitations of each
series of preferred shares which the Company is authorized to issue so far as the same have been
fixed, and the authority of the Board of Directors of the Company to designate and fix the relative
rights, preferences and limitations of other series.




	The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	TEN COM—as tenants in common            UNIF GIFT MIN ACT— .................................................. Custodian
TEN ENT—as tenants by the entireties (Cust)(Minor)
JT TEN —as joint tenants with right of            under Uniform Gifts to Minors
survivorship and not as tenants            Act
in common (State)
Additional abbreviations mayalso be used though not in the above list.
PLEASE INSERT SOCIAL SECURITY OR OTHER <S (/ ‘




	IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE!
MOTIVE-. THE SIGNATURE T0 THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF l\U I ICt: THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE17Ad-15.
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: MIKE PETERS 931-490-1714




	711 ARMSTRONG LANE PROOF OF JULY 16, 2007
COLUMBIA, TENNESSEE 38401ATHENAHEALTH, INC.
(931) 388-3003 TSB 27642 BK (LITHO)
SALES: ............................. R. JOHNS 516-731-2885 Operator: AP




	/ ETHER 7 / LIVE JOBS / A / Athenahealth 27642 BK
New




	PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES
AND SEND ANOTHER PROOF