Item 1.01 Entry into a Material Definitive Agreement.

On August 29, 2012, athenahealth, Inc. (the "Company") entered into the Third Amendment to Lease (the "Lease Amendment") with the President and Fellows of Harvard College, a Massachusetts educational and charitable corporation (the "Landlord"). The Lease Amendment amends the Lease with the Landlord dated November 8, 2004, as amended, for the Company's headquarters located at 311 Arsenal Street, Watertown, Massachusetts, and provides for the leasing of additional space in the building. In addition to the office premises the Company currently occupies, the Lease Amendment provides for the lease of approximately 26,897 square feet of additional space (the "Expansion Premises").

Pursuant to the Lease Amendment, the term of the Company's lease for the Expansion Premises begins on December 1, 2012, or earlier if vacant, and will end on November 30, 2017. The monthly basic rent for the Expansion Premises shall be $66,122 starting on December 1, 2012, and shall increase by $2,241 on July 1, 2013, and each anniversary thereof.

The foregoing is a summary description of certain terms of the Lease Amendment and is qualified in its entirety by reference to the full text of the Lease Amendment, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2012.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

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