SEC Form 4 · accession 0001209191-17-026159

CEB Inc. · CEB

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

Reporting owner

Thomas L Monahan

Officer — Chief Executive Officer · Director

Period of report

Apr 5, 2017

Accepted (ET)

Apr 6, 2017 · 8:51 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001066104

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Mar 31, 2017	A	221	$52.02	A	213,587	D
Common Stock^F2,F3	Apr 5, 2017	M	35,980	—	A	249,567	D
Common Stock^F4,F5	Apr 5, 2017	F	18,310	$78.85	D	231,257	D
Common Stock^F6,F7	Apr 5, 2017	M	16,911	—	A	248,168	D
Common Stock^F8,F5	Apr 5, 2017	F	8,606	$78.85	D	239,562	D
Common Stock^F9,F10	Apr 5, 2017	D	17,670	—	D	221,892	D
Common Stock^F11,F10	Apr 5, 2017	D	8,305	—	D	213,587	D
Common Stock^F12,F10	Apr 5, 2017	D	221	—	D	213,366	D
Common Stock^F13,F10	Apr 5, 2017	D	213,366	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F14	—	Apr 5, 2017	M	35,980	D	Apr 5, 2017	Apr 5, 2017	Common Stock	35,980	0	D
Performance Stock Units^F7,F15	—	Apr 5, 2017	M	16,911	D	Apr 5, 2017	Apr 5, 2017	Common Stock	16,911	0	D

Explanation of responses

F1Shares acquired by the reporting person through CEB Inc. ("CEB") employee stock purchase plan in transactions exempt from reporting under Rule 16a-1(1)(i)(B) ("ESPP Shares").
F10Disposed of pursuant to the Merger Agreement in exchange for per share consideration of (a) $54.00 in cash and (b) 0.2284 of a share of common stock of Gartner. Gartner common stock had a market value of $108.70 per share based on the closing price on the NYSE on the last trading day immediately preceding the Merger (April 4, 2017).
F11Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs, net of tax withholding.
F12Represents the disposition pursuant to the Merger Agreement of the ESPP Shares.
F13Represents the number of shares of common stock of CEB beneficially owned by the reporting person immediately prior to the effectiveness of the Merger.
F14Pursuant to the reporting person's severance agreement with CEB, as a result of the Merger, each outstanding and unvested RSU held by the reporting person vested.
F15Pursuant to the Merger Agreement, immediately prior to the consummation of the Merger, since certain performance goals were achieved at target performance, each outstanding PSU vested.
F2Represents the shares of common stock of CEB acquired upon vesting of the restricted stock units of CEB beneficially owned by the reporting person on the effective date of the merger ("Merger") described in the Agreement and Plan of Merger ("Merger Agreement") dated as of January 5, 2017, among Gartner, Inc. ("Gartner"), Cobra Acquisition Corp. and CEB ("Vested RSUs").
F3Each restricted stock unit of CEB ("RSU") represented a right upon vesting to receive one share of CEB's common stock.
F4Represents the number of shares of CEB common stock underlying the Vested RSUs withheld to satisfy tax withholding obligations related to the Vested RSUs.
F5The closing price on the New York Stock Exchange ("NYSE") of CEB common stock on April 3, 2017.
F6Represents the shares of common stock of CEB acquired upon vesting of the performance stock units of CEB ("PSU") beneficially owned by the reporting person on the effective date of the Merger ("Vested PSUs").
F7Each PSU represented a right upon vesting (based on the achievement of performance goals at target performance) to receive one share of CEB's common stock.
F8Represents the number of shares of CEB common stock underlying the Vested PSUs withheld to satisfy tax withholding obligations related to the Vested PSUs.
F9Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested RSUs, net of tax withholding.