0001209191-17-062124.txt : 20171121 0001209191-17-062124.hdr.sgml : 20171121 20171121170529 ACCESSION NUMBER: 0001209191-17-062124 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: VAN HOOSE MARY CENTRAL INDEX KEY: 0001472421 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33283 FILM NUMBER: 171217609 MAIL ADDRESS: STREET 1: 2445 M STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 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 0001472421 VAN HOOSE MARY 2445 M STREET, NW WASHINGTON DC 20037 0 1 0 0 Chief Talent Officer Common Stock 2017-11-17 4 D 0 38469 D 0 D Restricted Stock Units 2017-11-17 4 D 0 1459 D Common Stock 1459 0 D Restricted Stock Units 2017-11-17 4 D 0 2658 D Common Stock 2658 0 D Non-LTIP Options 24.23 2017-11-17 4 D 0 11372 D 2016-04-15 2018-04-15 Common Stock 11372 0 D Non-LTIP Options 43.83 2017-11-17 4 D 0 8484 D 2017-04-17 2019-04-17 Common Stock 8484 0 D Non-LTIP Options 47.87 2017-11-17 4 D 0 9966 D 2016-04-18 2018-04-18 Common Stock 9966 0 D Non-LTIP Options 47.87 2017-11-17 4 D 0 9966 D 2020-04-18 Common Stock 9966 0 D Non-LTIP Options 57.83 2017-11-17 4 D 0 12276 D 2021-04-11 Common Stock 12276 0 D Non-LTIP Options 53.42 2017-11-17 4 D 0 15572 D 2022-04-10 Common Stock 15572 0 D Non-LTIP Options 28.20 2017-11-17 4 D 0 19600 D 2017-03-02 2023-03-02 Common Stock 19600 0 D Non-LTIP Options 28.20 2017-11-17 4 D 0 53572 D 2023-03-02 Common Stock 53572 0 D Non-LTIP Options 46.95 2017-11-17 4 D 0 7876 D 2024-03-28 Common Stock 7876 0 D LTIP Options 51.43 2017-11-17 4 D 0 43102 D 2021-06-23 Common Stock 43102 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 assumed and converted into an equivalent UnitedHealth award denominated in shares of UnitedHealth common stock, on the same terms and conditions as were applicable immediately prior to the Merger, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such awards, multiplied by (ii) 0.254270199, which represents the quotient obtained by dividing (A) the Per-Share Merger Consideration by (B) volume weighted average closing sale price of UnitedHealth common stock for the five full trading days ending on and including the third business day prior to the Merger (the "Equity Award Conversion Ratio"), with any fractional shares rounded down to the next lower whole number of shares. 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. 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. 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 assumed and converted into a non-qualified stock option to purchase a number of shares of UnitedHealth common stock, on the same terms and conditions as were applicable immediately prior to the Merger (except that any performance-based vesting conditions applicable to such option no longer apply), equal to the product of (i) the total number of shares of Issuer Common Stock subject to such option, multiplied by (ii) the Equity Award Conversion Ratio, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of such option will be equal to the quotient obtained by dividing (A) the Per Share Merger Consideration by (B) the Equity Award Conversion Ratio, with any fractional cents rounded up to the next higher number of whole cents. The options to purchase the Issuer Common Stock become exercisable in two equal annual installments beginning on April 18, 2016. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 11, 2015. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 10, 2016. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on March 2, 2017. The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 1, 2018. 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. 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 assumed and converted into an option to purchase a number of shares of UnitedHealth common stock, on the same terms and conditions as were applicable immediately prior to the Merger, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such option, multiplied by (ii) the Equity Award Conversion Ratio, with any fractional shares rounded down to the next lower whole number of shares, and with performance-vesting conditions equitably adjusted pursuant to the Merger Agreement to reflect the Merger. (continued in footnote 14) The exercise price per share of such option will be equal to the quotient obtained by dividing (A) the Merger Consideration by (B) the Equity Award Conversion Ratio, with any fractional cents rounded up to the next higher number of whole cents. /s/ May Van Hoose, by Evan R. Farber by Power of Attorney 2017-11-21