Sec Form 4 Filing - Miller Cormac F @ ADVISORY BOARD CO - 2017-11-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Miller Cormac F 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 (Last) (First) (Middle) 2445 M STREET, NW 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2017 (Street) WASHINGTON, DC20037 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 20,769 D 0 D Common Stock 11/17/2017( 1 ) D 4,662 D 0 I By Spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 1,491 ( 4 ) ( 4 ) Common Stock 1,491 ( 4 ) 0 D Restricted Stock Units ( 3 ) 11/17/2017( 1 ) D 3,082 ( 5 ) ( 5 ) Common Stock 3,082 ( 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 8,160 04/17/2017 04/17/2019 Common Stock 8,160 ( 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 12,548 ( 8 ) 04/11/2021 Common Stock 12,548 ( 6 ) 0 D Non-LTIP Options $ 53.42 11/17/2017( 1 ) D 14,748 ( 9 ) 04/10/2022 Common Stock 14,748 ( 6 ) 0 D Non-LTIP Options $ 28.2 11/17/2017( 1 ) D 22,500 03/02/2017 03/02/2023 Common Stock 22,500 ( 6 ) 0 D Non-LTIP Options $ 28.2 11/17/2017( 1 ) D 61,224 ( 10 ) 03/02/2023 Common Stock 61,224 ( 6 ) 0 D Non-LTIP Options $ 46.95 11/17/2017( 1 ) D 9,000 ( 11 ) 03/28/2024 Common Stock 9,000 ( 6 ) 0 D LTIP Options $ 51.43 11/17/2017( 1 ) D 47,639 ( 12 ) 06/23/2021 Common Stock 47,639 ( 13 ) ( 14 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller Cormac F 2445 M STREET, NW WASHINGTON, DC20037 Chief Product Officer Signatures /s/ Cormac F. Miller, by Evan R. Farber by Power of Attorney 11/21/2017 Signature of Reporting Person Date

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.

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