SEC Form 4 · accession 0001209191-17-026170
CEB Inc. · CEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L Kevin Cox
Director
Period of report
Apr 5, 2017
Accepted (ET)
Apr 6, 2017 · 9:14 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 | 5,332 | — | A | 18,047 | D | |
| Common StockF3,F4 | Apr 5, 2017 | D | 5,332 | — | D | 12,715 | D | |
| Common StockF5,F4 | Apr 5, 2017 | D | 12,715 | — | D | 0 | D | |
| Common StockF4 | Apr 5, 2017 | D | 11,039 | — | D | 0 | I | By grantor retained annuity trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F6 | — | Apr 5, 2017 | M | 5,332 | D | Apr 5, 2017 | Apr 5, 2017 | Common Stock | 5,332 | 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 ("RSUs") 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.
- F2Each RSU represented a right upon vesting to receive one share of CEB's common stock.
- F3Represents the disposition pursuant to the Merger Agreement of the shares underlying the RSUs beneficially owned by the reporting person.
- 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.
- F6Pursuant to the Merger Agreement, immediately prior to the consummation of the Merger, each outstanding and unvested RSU held by any non-employee director of CEB vested.