| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GARTNER INC [ IT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2004 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/17/2004 | S(3)(4)(5) | 9,196,065(3)(4)(5) | D(3)(4)(5) | (6) | 37,773,001(7) | D(1)(2) | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Owned by Silver Lake Partners, L.P., Silver Lake Investors, L.P. and Silver Lake Technology Investors, L.L.C. (collectively, the "Silver Lake Entities"). Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Messrs. Hutchins and Roux, each of whom are on the Board of Directors of Gartner, Inc., are Managing Members and Officers of Silver Lake Technology Associates, L.L.C. and Senior Members of Silver Lake Technology Investors, L.L.C. As such, Messrs. Hutchins and Roux could be deemed to have shared voting or dispositive power over the shares owned by the Silver Lake Entities. Each of Messrs. Hutchins and Roux, however, disclaims beneficial ownership in these shares, except to the extent of his pecuniary interest in the Silver Lake Entities. |
| 2. Messrs. Hutchins and Roux are Managing Members and Officers of Silver Lake Technology Associates, L.L.C., which is the General Partner of Silver Lake Partners, L.P. Silver Lake Partners, L.P. and its affiliated entities are members of a Section 13(d) "group" as reflected in a Schedule 13D originally filed on April 15, 2003, as amended on September 18, 2003, with the Securities and Exchange Commission. The shares of the issuer owned by the members of the "group", in the aggregate exceed 10%. Silver Lake Partners, L.P. and its affiliated entities disclaim a pecuniary interest in the shares held by the other members of the 13(d) "group" and each of Messrs. Hutchins and Roux disclaims beneficial ownership in the shares held by the "group", except to the extent of his pecuniary interest in Silver Lake Partners, L.P. and its affiliated entities. |
| 3. On June 18, 2004, Gartner announced that its Board of Directors approved a Dutch auction self-tender offer for approximately 11.3 million shares of its Class A Common Stock, par value $.0005 per share (the "Class A Common Stock") and approximately 5.5 million shares of its Class B Common Stock, par value $.0005 per share (the "Class B Common Stock"), at a price per share not greater than $13.50 nor less than $12.50 (the "Tender Offer"). The Silver Lake Entities and Gartner entered into a Stock Purchase Agreement (the "Purchase Agreement") on June 17, 2004, whereby, subject to the terms and conditions therein, the Silver Lake Entities agreed to sell to Gartner and Gartner agreed to purchase from the Silver Lake Entities, subject to the certain terms and conditions specified therein, 9,196,065 shares of Class A Common Stock, subject to adjustment as further explained in footnotes 4 and 5. |
| 4. Under the Purchase Agreement, the Silver Lake Entities agreed to sell to Gartner and Gartner agreed to purchase from the Silver Lake Entities 9,196,065 shares of Class A Common Stock, subject to adjustment as follows (provided that in no event will more than 12,000,000 shares of Class A Common Stock (the "Share Cap") be purchased from the Silver Lake Entities): (a) if Gartner increases or decreases the number of shares of Class A Common Stock subject to the Tender Offer (any such increase or decrease, the "TO Change"), the aggregate number of shares of Class A Common Stock to be purchased by Gartner from the Silver Lake Entities will be increased or decreased, respectively, by an amount equal to the TO Change multiplied by a fraction, the numerator of which is 46,969,066 and the denominator of which is 57,707,954; and [see footnote 5] |
| 5. [continuing from footnote 4] (b) if the number of shares of Class A Common Stock tendered and accepted for payment in the Tender Offer is less than the number of shares of Class A Common Stock Gartner is offering to purchase in the Tender Offer as of the expiration date (any such difference, the "Series A Shortfall"), the aggregate number of shares of Class A Common Stock to be purchased by Gartner from the Silver Lake Entities shall be increased by an amount equal to the Series A Shortfall. The Silver Lake Entities are not obligated to sell any shares if a minimum of 1,680,394 shares are not tendered and accepted for payment in the Tender Offer. The Silver Lake Entities agreed, pursuant to the terms of the Purchase Agreement, not to tender any of their shares of Class A Common Stock in the Tender Offer. |
| 6. The price per share paid by Gartner for the shares of Class A Common Stock purchased from the Silver Lake Entities will be the same as that paid by Gartner to its other stockholders who tender shares of Class A Common Stock pursuant to the Tender Offer. |
| 7. As of the date hereof, the Silver Lake Entities beneficially own 46,969,066 shares of Class A Common Stock. Pursuant to the terms of the Purchase Agreement, the Silver Lake Entities agreed, subject to the terms and conditions therein, to sell to Gartner and Gartner agreed to purchase from the Silver Lake Entities 9,196,065 shares of Class A Common Stock, subject to adjustment as described above in footnotes 4 and 5. As a result, assuming the consummation of the transactions contemplated by the Purchase Agreement, the Silver Lake Entities may be deemed to be the beneficial owners of approximately 37,773,001 shares of Class A Common Stock |
| /s/ Glenn H. Hutchins (Signature of Silver Lake Partners, L.P., as a Reporting Person, by Silver Lake Technology Associates, L.L.C., its general partner) | 06/21/2004 | |
| /s/ Glenn H. Hutchins (Signature of Silver Lake Technology Investors, L.L.C., as a Reporting Person, by Silver Lake Technology Management, L.L.C., its manager) | 06/21/2004 | |
| /s/ Glenn H. Hutchins (Signature of Silver Lake Investors, L.P., as a Reporting Person, by Silver Lake Technology Associates, L.L.C., its general partner) | 06/21/2004 | |
| /s/ David J. Roux (Signature of David J. Roux, as a Reporting Person) | 06/21/2004 | |
| /s/ Glenn H. Hutchins (Signature of Glenn H. Hutchins, as a Reporting Person) | 06/17/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||