SEC Form 4 · accession 0001209191-17-026164
CEB Inc. · CEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barron Anschutz
Officer — Chief Accounting Officer
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 | D | 4,537 | — | 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 UnitsF4,F3,F5 | — | Apr 5, 2017 | M | 6,946 | D | Apr 5, 2017 | Apr 5, 2017 | Common Stock | 6,946 | 0 | D |
Explanation of responses
- F1Represents the number of shares of common stock of CEB Inc. ("CEB") beneficially owned by the reporting person immediately prior to the effectiveness of the merger ("Merger") dated as of January 5, 2017, among Gartner, Inc. ("Gartner"), Cobra Acquisition Corp. and CEB.
- F2Disposed 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).
- F3Each 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).
- F4RSUs 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.
- F5Pursuant 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.