SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FELSENTHAL DAVID L

(Last)

(First)

(Middle)

2445 M STREET, NW

(Street)

WASHINGTON

20037

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2017⁽¹⁾		D		60,525	D	⁽²⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	11/17/2017⁽¹⁾		D			4,377	⁽⁴⁾	⁽⁴⁾	Common Stock	4,377	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	11/17/2017⁽¹⁾		D			8,256	⁽⁵⁾	⁽⁵⁾	Common Stock	8,256	⁽⁵⁾	0	D
Non-LTIP Options	$24.23	11/17/2017⁽¹⁾		D			32,216	04/15/2016	04/15/2018	Common Stock	32,216	⁽⁶⁾	0	D
Non-LTIP Options	$43.83	11/17/2017⁽¹⁾		D			24,040	04/17/2017	04/17/2019	Common Stock	24,040	⁽⁶⁾	0	D
Non-LTIP Options	$47.87	11/17/2017⁽¹⁾		D			29,344	04/18/2016	04/18/2018	Common Stock	29,344	⁽⁶⁾	0	D
Non-LTIP Options	$47.87	11/17/2017⁽¹⁾		D			29,344	⁽⁷⁾	04/18/2020	Common Stock	29,344	⁽⁶⁾	0	D
Non-LTIP Options	$57.83	11/17/2017⁽¹⁾		D			36,824	⁽⁸⁾	04/11/2021	Common Stock	36,824	⁽⁶⁾	0	D
Non-LTIP Options	$53.42	11/17/2017⁽¹⁾		D			48,348	⁽⁹⁾	04/10/2022	Common Stock	48,348	⁽⁶⁾	0	D
Non-LTIP Options	$28.2	11/17/2017⁽¹⁾		D			74,800	03/02/2017	03/02/2023	Common Stock	74,800	⁽⁶⁾	0	D
Non-LTIP Options	$28.2	11/17/2017⁽¹⁾		D			163,264	⁽¹⁰⁾	03/02/2023	Common Stock	163,264	⁽⁶⁾	0	D
Non-LTIP Options	$46.95	11/17/2017⁽¹⁾		D			24,000	⁽¹¹⁾	03/28/2024	Common Stock	24,000	⁽⁶⁾	0	D
LTIP Options	$51.43	11/17/2017⁽¹⁾		D			200,766	⁽¹²⁾	06/23/2021	Common Stock	200,766	⁽¹³⁾	0	D

Explanation of Responses:

1. On November 17, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of August 28, 2017 (the "Merger Agreement"), by and among The Advisory Board Company (the "Issuer"), OptumInsight, Inc. ("Optum"), a wholly owned subsidiary of UnitedHealth Group Incorporated ("UnitedHealth"), and Apollo Merger Sub, Inc., a wholly owned subsidiary of Optum ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Optum (the "Merger"). Immediately preceding the Merger, the Issuer completed the sale of its education business to Avatar Holdco, LLC and EAB Global, Inc. (collectively, "Education Buyer" and formed by Vista Equity Partners Fund VI, L.P.) pursuant to that certain Stock and Asset Purchase Agreement, dated August 28, 2017, by and among the Issuer and the Education Buyer.

2. Disposed of pursuant to the Merger Agreement and by virtue of the Merger, in which each share of the Issuer's common stock, par value $0.01 per share ("Issuer Common Stock"), issued and outstanding immediately prior to the completion of the Merger was converted into the right to receive $53.81 in cash, without interest (the "Per Share Merger Consideration"), consisting of (i) $52.65 in cash, plus (ii) an additional amount in cash equal to $1.16, calculated in accordance with the Merger Agreement based on the per-share, after-tax value of the Issuer's equity interests in Evolent Health, Inc. Pursuant to the Merger Agreement and by virtue of the Merger, each share of common stock of Merger Sub outstanding immediately prior to the Merger was converted into one share of Issuer Common Stock, as the surviving corporation in the Merger, and constitutes the only outstanding shares of the Issuer.

3. Represents restricted stock units (each, an "RSU") that were outstanding immediately prior to the Merger. By their terms, prior to the Merger, each RSU represented a contingent right to one share of Issuer Common Stock. Each was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Per Share Merger Consideration, multiplied by (2) the total number of shares of Issuer Common Stock subject to such award, which resulting amount will vest and become payable in accordance with the vesting schedule, deferral election (if any), terms and conditions applicable to such awards prior to the Merger.

4. The RSUs vest in four equal installments on May 11, 2015; April 11, 2016; April 11, 2017; and April 11, 2018, 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 Issuer.

5. The RSUs vest in four equal installments on May 10, 2016; April 10, 2017; April 10, 2018; and April 10, 2019, 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 Issuer.

6. Each "Non-LTIP Option," which represents a non-qualified stock option other than an LTIP Option (as defined below) that is outstanding immediately prior to the Merger, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (1) the excess, if any, of (A) the Per Share Merger Consideration over (B) the per-share exercise price for such option, multiplied by (2) the total number of shares of Issuer Common Stock underlying each such option, which resulting amount will vest and become payable in accordance with the vesting schedule, terms and conditions applicable to such awards prior to the Merger. Each Non-LTIP Option with a per-share exercise price that is equal to or greater than the Per Share Merger Consideration was cancelled without consideration.

7. The options to purchase the Issuer Common Stock become exercisable in two equal annual installments beginning on April 18, 2016.

8. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 11, 2015.

9. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 10, 2016.

10. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on March 2, 2017.

11. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 1, 2018.

12. Stock options vest if performance conditions are met under the special long-term incentive program as described in the Issuer's Definitive Proxy Statement filed April 21, 2017.

13. Each "LTIP Option," which represents a non-qualified stock option granted pursuant to the 2014 supplemental long-term incentive program that is not vested in accordance with its terms and outstanding immediately prior to the Merger, was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (1) the excess, if any, of (A) the Per Share Merger Consideration over (B) the per-share exercise price for such option, multiplied by (2) the total number of shares of Issuer Common Stock underlying each such option, with payment of the resulting amount to be made, less applicable withholding taxes, within two business days following the Merger.

Remarks:

	/s/ David L. Felsenthal, by Evan R. Farber by Power of Attorney	11/21/2017
	** Signature of Reporting Person	Date
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