0001209191-17-062114.txt : 20171121 0001209191-17-062114.hdr.sgml : 20171121 20171121170149 ACCESSION NUMBER: 0001209191-17-062114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171117 FILED AS OF DATE: 20171121 DATE AS OF CHANGE: 20171121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRUA PETER J CENTRAL INDEX KEY: 0001242813 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33283 FILM NUMBER: 171217564 MAIL ADDRESS: STREET 1: 28 GARDEN ST CITY: BOSTON STATE: MA ZIP: 02114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADVISORY BOARD CO CENTRAL INDEX KEY: 0001157377 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 521468699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2445 M STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 202-266-5600 MAIL ADDRESS: STREET 1: 2445 M STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-17 1 0001157377 ADVISORY BOARD CO ABCO 0001242813 GRUA PETER J 2445 M STREET, NW WASHINGTON DC 20037 1 0 0 0 Common Stock 2017-11-17 4 D 0 18216 D 0 I By Trust Restricted Stock Units 2017-11-17 4 D 0 2915 D Common Stock 2915 0 D 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. 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. 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 RSU was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Merger Consideration multiplied by the total number of shares of Issuer Common Stock underlying such RSU, payable within two business days following the Merger, provided that to the extent payment within such time or on such date would trigger a tax or penalty under Section 409A of the Internal Revenue Code, such payments shall be made on the earliest date that payment would not trigger such tax or penalty. The RSUs vest on June 14, 2018. Upon vesting, unless deferred, each RSU is settled by the delivery of the underlying shares of Issuer Common Stock or payment of the current cash value of the vested shares, at the discretion of the Issuer. /s/ Peter J. Grua, by Evan R. Farber by Power of Attorney 2017-11-21