SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

COULTER MARTIN D

(Last)

(First)

(Middle)

2445 M STREET, NW

(Street)

WASHINGTON

20037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2010

3. Issuer Name and Ticker or Trading Symbol
ADVISORY BOARD CO [ ABCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Director

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	3,406	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Stock	02/15/2008	03/08/2014	Common stock, par value $0.01 per share	8,500	$34.81	D
Options to Purchase Common Stock	02/15/2009	03/14/2012	Common stock, par value $0.01 per share	12,000	$39.45	D
Options to Purchase Common Stock	⁽¹⁾	05/20/2013	Common stock, par value $0.01 per share	11,063	$44.76	D
Options to Purchase Common Stock	03/31/2012	05/20/2015	Common stock, par value $0.01 per share	3,688	$44.76	D
Options to Purchase Common Stock	⁽²⁾	04/17/2014	Common stock, par value $0.01 per share	24,000	$18.52	D
Options to Purchase Common Stock	⁽³⁾	04/17/2016	Common stock, par value $0.01 per share	16,000	$18.52	D
Options to Purchase Common Stock	⁽⁴⁾	04/27/2015	Common stock, par value $0.01 per share	6,000	$33.16	D
Options to Purchase Common Stock	⁽⁵⁾	04/27/2017	Common stock, par value $0.01 per share	6,000	$33.16	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common stock, par value $0.01 per share	800	⁽⁷⁾	D
Restricted Stock Units	03/06/2011	03/06/2014	Common stock, par value $0.01 per share	875	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common stock, par value $0.01 per share	2,100	⁽⁷⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common stock, par value $0.01 per share	6,000	⁽⁷⁾	D

Explanation of Responses:

1. Options to purchase 7,368 shares of common stock were exercisable as of March 31, 2010; options to purchase the remaining 3,695 shares will vest on March 31, 2011.

2. Options to purchase 10,008 shares of common stock were exercisable as of April 17, 2010. Options to purchase 10,008 shares of common stock will vest on April 17, 2011 and the remaining 3,984 options will vest on April 17, 2012.

3. Options to purchase 6,000 shares of common stock will vest on April 17, 2012; options to purchase the remaining 10,000 shares will vest on April 17, 2013.

4. Options to purchase 3,000 shares of common stock will vest on April 27, 2011; options to purchase the remaining 3,000 shares will vest on April 27, 2012.

5. Options to purchase 3,000 shares of common stock will vest on April 27, 2013; options to purchase the remaining 3,000 shares will vest on April 27, 2014.

6. Represents fully vested Restricted Stock Units ("RSUs") that the recipient elected to defer until April 30, 2011. The deferral election was made in March 2006.

7. Each RSU represents a contingent right to receive one share of the Company's common stock. Recipients may elect to defer receipt of common stock by making a deferral election in accordance with the terms of the Company's Stock Incentive Plan.

8. Represents 1,050 fully vested RSUs that the recipient elected to defer until March 31, 2012. The remaining RSUs vest in two equal annual installments on March 31, 2011 and 2012. The recipient elected to defer receipt of the March 31, 2011 installment until March 31, 2012. The deferral elections were made in May 2008.

9. The RSUs vest in four equal installments on May 27, 2011; April 27, 2012; April 27, 2013; and April 27, 2014, unless deferred. Upon vesting, each RSU is settled by the delivery of the underlying shares of common stock or payment of the current cash value of the vested shares, at the discretion of the Company.

Remarks:

	/s/ Martin D. Coulter by Seth A. Allyn by Power-of-Attorney	05/19/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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