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Section 1: SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 
  Washington, D.C. 20549  

 


 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

                 The Advisory Board Company                 

(Name of Issuer)

 

                        Common Stock, par value $0.01 per share                     

(Title of Class of Securities)

 

                               00762W107                               

(CUSIP Number)

                          December 31, 2016                            

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

 


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 
 

 

CUSIP No. 00762W107 13G Page 2 of 9
1

NAME OF REPORTING PERSON

 

TPG Group Holdings (SBS) Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

1,840,581*
7

SOLE DISPOSITIVE POWER

- 0 -

8 SHARED DISPOSITIVE POWER

1,840,581*
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,581*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.6% (1)
12

TYPE OF REPORTING PERSON


CO

           

* Represents shares beneficially owned as of December 31, 2016.

 

(1) Based on a total of 40,147,292 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2016.

 

 
 

 

CUSIP No. 00762W107 13G Page 3 of 9
1

NAME OF REPORTING PERSON

 

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

1,840,581*
7

SOLE DISPOSITIVE POWER

- 0 -

8 SHARED DISPOSITIVE POWER

1,840,581*
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,581*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.6% (2)
12

TYPE OF REPORTING PERSON


IN

           

* Represents shares beneficially owned as of December 31, 2016.

 

(2) Based on a total of 40,147,292 shares of Common Stock outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2016.

 

 

 
 

 

CUSIP No. 00762W107 13G Page 4 of 9
1

NAME OF REPORTING PERSON

 

James G. Coulter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

1,840,581*
7

SOLE DISPOSITIVE POWER

- 0 -

8 SHARED DISPOSITIVE POWER

1,840,581*
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,581*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.6% (3)
12

TYPE OF REPORTING PERSON


IN

           

* Represents shares beneficially owned as of December 31, 2016.

 

(3) Based on a total of 40,147,292 shares of Common Stock outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2016. 

 
 

 

 
Item 1 (a).

Name of Issuer:

The Advisory Board Company (the “Issuer”)

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

2445 M Street, N.W.

Washington, D.C. 20037

 
 
Item 2 (a).

Name of Person Filing:

 

This Amendment No. 1 to Schedule 13G is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

 

Group Advisors is sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole shareholder of TPG Holdings III-A, Inc., a Cayman Islands corporation, which is the general partner of TPG Holdings III-A, L.P., a Cayman Islands limited partnership, which is the general partner of TPG Holdings III, L.P., a Delaware limited partnership, which is general partner of TPG PEP GenPar Advisors, L.P., a Delaware limited partnership, which is the general partner of TPG PEP GenPar Governance, L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG Public Equity Partners, L.P., a Delaware limited partnership, which directly held 278,426 shares of Common Stock as of December 31, 2016, and (ii) TPG Public Equity Partners Master Fund, L.P., a Cayman Islands limited partnership (together with TPG Public Equity Partners, L.P., the “TPG Funds”), which directly held 1,562,155 shares of Common Stock as of December 31, 2016.

 

David Bonderman and James G. Coulter are sole shareholders of Group Advisors and may therefore be deemed to be the beneficial owners of the shares of Common Stock held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein. 

 

Item 2 (b).

Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

 

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Item 2 (c). Citizenship:
See responses to Item 4 on each cover page.
Item 2 (d). Title of Class of Securities:
Common Stock, par value $0.01 per share (“Common Stock”)
Item 2 (e). CUSIP Number:
00762W107

 

Page 5 of 9
 

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
  (k) o

Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Item 4.

 

Ownership


(a) AMOUNT BENEFICIALLY OWNED:

 

See responses to Item 9 on each cover page.

 

(b) PERCENT OF CLASS:

 

See responses to Item 11 on each cover page.

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE

 

See responses to Item 5 on each cover page.

 

(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE

 

See responses to Item 6 on each cover page.

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

 See responses to Item 7 on each cover page.

 

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

See responses to Item 8 on each cover page.

 

Page 6 of 9
 

Item 5.   Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
See response to Item 2(a) above.
 
Item 8.   Identification and Classification of Members of the Group
Not Applicable.
 
Item 9.   Notice of Dissolution of Group
Not Applicable.
         

 

Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §204.14a-11.

 

Page 7 of 9
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2017

 TPG Group Holdings (SBS) Advisors, Inc.

 

 

By: /s/ Michael LaGatta               

Name: Michael LaGatta

Title: Vice President

 

 

David Bonderman

 

By: /s/ Clive Bode              

Name: Clive Bode, on behalf of David Bonderman (4)

 

James G. Coulter

 

 

By: /s/ Clive Bode               

Name: Clive Bode, on behalf of James G. Coulter (5)

 

 

(4) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

 

(5) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

Page 8 of 9
 

 

Exhibit Index

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*

 

________

* Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.

 

 

 

Page 9 of 9
 

 

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