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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 06/05/2007 | M | 4,791 (1) | 06/05/2007(6) | 06/05/2007(6) | Common Stock | 4,791 | (7) | 0 | D | ||||
Restricted Stock Units | $ 0 | 06/05/2007 | A | 2,576 (8) | 06/05/2008 | 06/05/2008 | Common Stock | 2,756 | (7) | 2,576 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
VA Partners III, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
KAMIN PETER H 265 FRANKLIN STREET, 16TH FLOOR BOSTON, MA 02110 |
X |
/s/ Jeffrey W. Ubben | 06/07/2007 | |
**Signature of Reporting Person | Date | |
VA Partners, LLC, By: /s/ George F. Hamel, Jr., Managing Member | 06/07/2007 | |
**Signature of Reporting Person | Date | |
ValueAct Capital Master Fund, LP, By: VA Partners, LLC, its General Partner, By: /s/ George F. Hamel, Jr., Managing Member | 06/07/2007 | |
**Signature of Reporting Person | Date | |
VA Partners III, LLC, By: /s/ George F. Hamel, Jr., Managing Member | 06/07/2007 | |
**Signature of Reporting Person | Date | |
ValueAct Capital Master Fund III, LP, By: VA Partners III, LLC, its General Partner, By: /s/ George F. Hamel, Jr., Managing Member | 06/07/2007 | |
**Signature of Reporting Person | Date | |
ValueAct Capital Management, LP, By: ValueAct Capital Management, LLC, By: /s/ George F. Hamel, Jr., Managing Member | 06/07/2007 | |
**Signature of Reporting Person | Date | |
ValueAct Capital Management, LLC, By: /s/ George F. Hamel, Jr., Managing Member | 06/07/2007 | |
**Signature of Reporting Person | Date | |
/s/ George F. Hamel, Jr. | 06/07/2007 | |
**Signature of Reporting Person | Date | |
/s/ Peter H. Kamin | 06/07/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents Restricted Stock Units that released. |
(2) | Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the common stock and restricted stock units for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Jeffrey W. Ubben is a director of Gartner, Inc. and Managing Member of VA Partners, LLC and ValueAct Capital Management, LLC. Peter H. Kamin and George F. Hamel, Jr. are Managing Members of VA Partners, LLC and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. |
(3) | Jeffrey W. Ubben transferred direct ownership of the reported stock to ValueAct Capital Master Fund, L.P. in a transaction not involving any consideration in accordance with his agreement with ValueAct Capital described in (2) above. |
(4) | The reported stock is owned directly by ValueAct Capital Master Fund, L.P and may be deemed to be beneficially owned by (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Jeffrey W. Ubben, Peter H. Kamin and George F. Hamel, Jr. are Managing Members of VA Partners, L.L.C. and ValueAct Capital Management, LLC. The reporting person disclaims beneficial ownership of the reported stock except to the extent of his pecuniary interest therein. |
(5) | The reported stock is owned directly by ValueAct Capital Master Fund III, L.P and may be deemed to be beneficially owned by (i) VA Partners III, L.L.C. as General Partner of ValueAct Capital Master Fund III, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Jeffrey W. Ubben, Peter H. Kamin and George F. Hamel, Jr. are Managing Members of VA Partners III, L.L.C. and ValueAct Capital Management, LLC. The reporting person disclaims beneficial ownership of the reported stock except to the extent of his pecuniary interest therein. |
(6) | One Hundred Percent (100%) of the Restricted Stock Units shall vest on the date of the 2007 annual meeting of stockholders, subject to Grantee's Continued Service through such date. |
(7) | Column 8 is not a required reportable field. |
(8) | One Hundred Percent (100%) of the Restricted Stock Units shall vest on the date of the 2008 annual meeting of stockholders subject to Grantee's Continued Service through such date. The date of the 2008 annual meeting of stockholders is not confirmed as of now. |
Remarks: Joint Filer Information: Name: ValueAct Capital Master Fund, L.P., Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: VA Partners, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: ValueAct Capital Master Fund III, L.P., Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: VA Partners III, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 Name: Peter H. Kamin Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Gartner, Inc. (IT) Date of Event Requiring Statement: June 5, 2007 |