SEC Form 4 · accession 0001209191-17-062119

ADVISORY BOARD CO · ABCO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F10The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on March 2, 2017.
• F11The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 1, 2018.
• F12Stock 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.
• F13Each "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)
• F14The 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.
• 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 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.
• F4The 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.
• F5The 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.
• F6Each "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.
• F7The options to purchase the Issuer Common Stock become exercisable in two equal annual installments beginning on April 18, 2016.
• F8The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 11, 2015.
• F9The options to purchase the Issuer Common Stock become exercisable in four equal annual installments beginning on April 10, 2016.