Cormac F Miller Form 4 ADVISORY BOARD / Cormac F Miller 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^*

Miller Cormac F

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2017

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	04/18/2017		M		1,833	A	$0.00	21,360	D
Common Stock	04/18/2017		F		591	D	$46.95	20,753	D
Common Stock	04/18/2017		M		251	A	$0.00	4,703	I	By Spouse
Common Stock	04/18/2017		F		81	D	$46.95	4,622	I	By Spouse
Common Stock	04/18/2017		M		60	A	$0.00	4,682	I	By Spouse
Common Stock	04/18/2017		F		20	D	$46.95	4,662	I	By Spouse
Common Stock	04/19/2017		M(1)		750	A	$16.58	21,503	D
Common Stock	04/19/2017		S(1)		750	D	$47.37(2)	20,753	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)	04/18/2017		M			1,833	(4)	(4)	Common Stock	1,833	$0.00	0	D
Restricted Stock Units	(3)	04/18/2017		M			251	(4)	(4)	Common Stock	251	$0.00	0	I	By Spouse
Restricted Stock Units	(3)	04/18/2017		M			60	(4)	(4)	Common Stock	60	$0.00	0	I	By Spouse
Common Stock Options	$16.58	04/19/2017		M(1)			750	(5)	04/27/2017	Common Stock	750	$0.00	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. These shares were sold in multiple transactions at prices ranging from $47.10 to $47.55. The price reported in Column 4 reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range at which the transaction was effected.

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

4. The RSUs vest in four equal installments on May 18, 2014; April 18, 2015; April 18, 2016; and April 18, 2017, 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 option represents a right to purchase a total of 12,000 shares of the Company's common stock, of which 6,000 options vested on April 27, 2013; and 6,000 options vested on April 27, 2014.

Remarks:

	/s/ Cormac F. Miller by Evan R. Farber by Power of Attorney	04/20/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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