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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
GARTNER INC [ IT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/27/2004 | S(3) | 9,228,938(3) | D(3) | $13.3(3) | 37,740,128(4) | D(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 is on the Board of Directors of Gartner, Inc., are Managing Members 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 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 with the Securities and Exchange Commission, as amended. 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 August 10, 2004, Gartner, Inc. ("Gartner") announced the repurchase of 11,339,019 shares of its Class A Common Stock at a purchase price of $13.30 per share and 5,505,305 shares of its Class B Common Stock at a purchase price of $12.50 per share pursuant to the tender offer which expired on July 30, 2004. On August 27, 2004, Gartner repurchased 9,228,938 shares of the Class A Common Stock from the Silver Lake Entities at a purchase price of $13.30 per share pursuant to terms of the Stock Purchase Agreement, dated June 17, 2004, between Gartner and the Silver Lake Entities. |
4. As of the date hereof, the Silver Lake Entities beneficially own 37,740,128 shares of Class A Common Stock representing approximately 44.2% of the issued and outstanding shares of Class A Common Stock and approximately 34.9% of the total issued and outstanding shares of the Class A Common Stock and the Class B Common Stock of Gartner, on a combined basis. |
/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C. (Signature of Silver Lake Partners, L.P., as a Reporting Person, by Silver Lake Technology Associates, L.L.C., its general partner) | 08/30/2004 | |
/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Management, L.L.C. (Signature of Silver Lake Technology Investors, L.L.C., as a Reporting Person, by Silver Lake Technology Management, L.L.C., its manager) | 08/30/2004 | |
/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C. (Signature of Silver Lake Investors, L.P., as a Reporting Person, by Silver Lake Technology Associates, L.L.C., its general partner) | 08/30/2004 | |
/s/ Alan K. Austin, as attorney-in-fact (Signature of David J. Roux, as a Reporting Person) | 08/30/2004 | |
/s/ Alan K. Austin, as attorney-in-fact (Signature of Glenn H. Hutchins, as a Reporting Person) | 08/30/2004 | |
** 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. |