SEC Form 4 · accession 0001209191-17-026163
CEB Inc. · CEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren Thune
Officer — Group President
Period of report
Apr 5, 2017
Accepted (ET)
Apr 6, 2017 · 8:54 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 5, 2017 | M | 6,148 | — | A | 30,984 | D | |
| Common StockF3,F4 | Apr 5, 2017 | D | 6,148 | — | D | 24,836 | D | |
| Common StockF5,F4 | Apr 5, 2017 | D | 24,836 | — | 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 UnitsF7,F6,F8 | — | Apr 5, 2017 | M | 19,558 | D | Apr 5, 2017 | Apr 5, 2017 | Common Stock | 19,558 | 0 | D |
| Performance Stock UnitsF2,F9 | — | Apr 5, 2017 | M | 6,148 | D | Apr 5, 2017 | Apr 5, 2017 | Common Stock | 6,148 | 0 | D |
Explanation of responses
- F1Represents the shares of common stock of CEB Inc. ("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").
- F2Each 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.
- F3Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs.
- F4Disposed 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).
- F5Represents the number of shares of common stock of CEB beneficially owned by the reporting person immediately prior to the effectiveness of the Merger.
- F6Each restricted stock unit of CEB ("RSU") that did not vest at or before the effectiveness of the Merger was assumed by Gartner and converted into a restricted share unit payable in a number of shares of Gartner common stock, rounded up to the nearest whole share, equal to the product of (i) the applicable number of shares of CEB common stock subject to such award multiplied by (ii) the sum of (x) 0.2284 plus (y) a fraction resulting from dividing $54.00 by the closing price per share of Gartner common stock on the NYSE on the last trading day immediately preceding the closing date of the Merger ($108.70).
- F7RSUs that were awarded on March 26, 2014, March 25, 2015, March 30, 2016 and March 15, 2017 and did not vest at or before the effectiveness of the Merger that rolled over into restricted share units of Gartner.
- F8Pursuant to the Merger Agreement, on the effective date of the Merger, each outstanding RSU that did not vest before or in connection with the Merger rolled over into a restricted share unit of Gartner.
- F9Pursuant 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.