- Statement of Changes in Beneficial Ownership (4)
April 19 2012 - 5:22PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Musslewhite Robert W
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2. Issuer Name
and
Ticker or Trading Symbol
ADVISORY BOARD CO
[
ABCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
2445 M STREET, NW
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/17/2012
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(Street)
WASHINGTON, DC 20037
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/19/2012
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G
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286
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D
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$0.00
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8431
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Options
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$87.66
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4/17/2012
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A
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18854
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(1)
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4/17/2017
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Common stock
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18854
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$0.00
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18854
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D
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Common Stock Options
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$87.66
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4/17/2012
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A
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18854
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(2)
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4/17/2019
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Common stock
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18854
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$0.00
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18854
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D
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Restricted Stock Units
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(3)
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4/17/2012
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A
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17796
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(4)
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4/17/2017
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Common stock
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17796
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$0.00
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17796
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D
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Explanation of Responses:
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(
1)
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The options to purchase the Company's common stock become exercisable in two equal annual installments beginning on April 17, 2013.
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(
2)
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The options to purchase the Company's common stock become exercisable in two equal annual installments beginning on April 17, 2015.
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(
3)
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Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
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(
4)
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The RSUs vest in four equal installments on May 17, 2013; April 17, 2014; April 17, 2015; and April 17, 2016, 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Musslewhite Robert W
2445 M STREET, NW
WASHINGTON, DC 20037
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X
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Chief Executive Officer
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Signatures
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/s/ Robert W. Musslewhite by Seth A. Allyn by Power of Attorney
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4/19/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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