SEC Form 4 · accession 0001209191-17-062115
ADVISORY BOARD CO · ABCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nancy Killefer
Director
Period of report
Nov 17, 2017
Accepted (ET)
Nov 21, 2017 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001157377
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 17, 2017 | D | 12,856 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4,F3 | — | Nov 17, 2017 | D | 2,915 | D | — | — | Common Stock | 2,915 | 0 | D |
| Restricted Stock UnitsF1,F5,F3 | — | Nov 17, 2017 | D | 1,766 | D | — | — | Common Stock | 1,766 | 0 | D |
| Restricted Stock UnitsF1,F6,F3 | — | Nov 17, 2017 | D | 2,592 | D | — | — | Common Stock | 2,592 | 0 | D |
Explanation of responses
- F1On 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.
- F2Disposed 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.
- F3Represents 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.
- F4The 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.
- F5The RSUs vested on May 11, 2015. 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. The reporting person timely elected to defer settlement of the RSUs.
- F6The RSUs vested on September 6, 2016. 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. The reporting person timely elected to defer settlement of the RSUs.