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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X

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2017(1)		D		18,363	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	11/17/2017(1)		D			1,478	(4)	(4)	Common Stock	1,478	(4)	0	D
Restricted Stock Units	(3)	11/17/2017(1)		D			3,078	(5)	(5)	Common Stock	3,078	(5)	0	D
Non-LTIP Options	$24.23	11/17/2017(1)		D			11,372	04/15/2016	04/15/2018	Common Stock	11,372	(6)	0	D
Non-LTIP Options	$43.83	11/17/2017(1)		D			8,484	04/17/2017	04/17/2019	Common Stock	8,484	(6)	0	D
Non-LTIP Options	$47.87	11/17/2017(1)		D			9,966	04/18/2016	04/18/2018	Common Stock	9,966	(6)	0	D
Non-LTIP Options	$47.87	11/17/2017(1)		D			9,966	(7)	04/18/2020	Common Stock	9,966	(6)	0	D
Non-LTIP Options	$57.83	11/17/2017(1)		D			12,440	(8)	04/11/2021	Common Stock	12,440	(6)	0	D
Non-LTIP Options	$53.42	11/17/2017(1)		D			18,028	(9)	04/10/2022	Common Stock	18,028	(6)	0	D
Non-LTIP Options	$28.2	11/17/2017(1)		D			30,400	03/02/2017	03/02/2023	Common Stock	30,400	(6)	0	D
Non-LTIP Options	$28.2	11/17/2017(1)		D			66,328	(10)	03/02/2023	Common Stock	66,328	(6)	0	D
Non-LTIP Options	$46.95	11/17/2017(1)		D			10,500	(11)	03/28/2024	Common Stock	10,500	(6)	0	D
LTIP Options	$51.43	11/17/2017(1)		D			49,908	(12)	06/23/2021	Common Stock	49,908	(13)(14)	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 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.

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 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.

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 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)

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.

Remarks:

	/s/ Richard A. Schwartz, by Evan R. Farber by Power of Attorney	11/21/2017
	** Signature of Reporting Person	Date
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