Richard A Schwartz Form 4 ADVISORY BOARD / RICHARD A SCHWARTZ ownership change

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^*

SCHWARTZ RICHARD A

(Last) (First) (Middle)

2445 M STREET, NW

(Street)

WASHINGTON DC 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2017		M		1,539	A	$0.00	16,211	D
Common Stock	04/10/2017		F		508	D	$47.5	15,703	D
Common Stock	04/10/2017		M		8,484	A	$43.83	24,187	D
Common Stock	04/10/2017		F		8,052	D(1)	$47.5	16,135	D
Common Stock	04/11/2017		M		1,478	A	$0.00	17,613	D
Common Stock	04/11/2017		F		488	D	$47.5	17,125	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	04/10/2017		M			1,539	(3)	(3)	Common Stock	1,539	$0.00	3,078	D
Restricted Stock Units	(2)	04/11/2017		M			1,478	(4)	(4)	Common Stock	1,478	$0.00	1,478	D
Common Stock Options	$43.83	04/10/2017		M			8,484	(5)	04/17/2017	Common Stock	8,484	$0.00	0	D

Explanation of Responses:

1. Represents a "net exercise" of outstanding stock options. These shares were withheld by the Company for payment of the exercise price and applicable taxes, based on the market price of the Company's common stock at the time of the option exercise on April 10, 2017 of $47.50

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company's common stock.

3. 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 Company.

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 Company.

5. The options to purchase the Company's common stock become exercisable in two equal annual installments beginning on April 17, 2013.

Remarks:

	/s/ Richard A. Schwartz by Evan R. Farber by Power of Attorney	04/12/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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