4//SEC Filing
GARTNER INC 4
Accession 0001104659-06-038806
$ITCIK 0000749251operating
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 3:07 PM ET
Size
15.2 KB
Accession
0001104659-06-038806
Insider Transaction Report
Form 4
SILVER LAKE INVESTORS LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.0005
2006-05-31−1,425,000→ 25,615,128 total
JOYCE JOHN R
Director
Transactions
- Sale
Common Stock, par value $0.0005
2006-05-31−1,425,000→ 25,615,128 total
Bingle Michael J
Director
Transactions
- Sale
Common Stock, par value $0.0005
2006-05-31−1,425,000→ 25,615,128 total
SILVER LAKE TECHNOLOGY INVESTORS LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.0005
2006-05-31−1,425,000→ 25,615,128 total
SILVER LAKE PARTNERS LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.0005
2006-05-31−1,425,000→ 25,615,128 total
Footnotes (6)
- [F1]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. Silver Lake Technology Management, L.L.C. is the Manager of Silver Lake Technology Investors, L.L.C. Each of Mr. Bingle and Mr. Joyce, who are both directors of Gartner, Inc. ("Gartner"), is a Managing Director of each of Silver Lake Technology Associates, L.L.C. and of Silver Lake Technology Management, L.L.C. As such, each of Mr. Bingle and Mr. Joyce could be deemed to have shared voting or dispositive power over these shares. However, each of Mr. Bingle and Mr. Joyce disclaims beneficial ownership in these shares, except to the extent of his pecuniary interest therein.
- [F2]The Silver Lake 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 Gartner owned by members of the "group" in the aggregate exceed 10%. The Silver Lake Entities disclaim a pecuniary interest in the shares held by the other members of the 13(d) "group" and each of Mr. Bingle and Mr. Joyce disclaims beneficial ownership in the shares held by the "group", except to the extent of his pecuniary interest in the Silver Lake Entities.
- [F3]On May 18, 2006, Gartner, the Silver Lake Entities and Goldman, Sachs & Co., J. P. Morgan Securities Inc. and Lehman Brothers Inc., as representatives for the several underwriters (the "Underwriters"), entered into an Underwriting Agreement relating to the sale by the Silver Lake Entities to the Underwriters of 9,500,000 shares of Common Stock (the "Underwriting Agreement"). Settlement of this sale occurred on May 24, 2006 (the "Closing"). The Underwriting Agreement also granted the Underwriters an option to purchase up to an additional 1,425,000 shares of Common Stock (the "Additional Shares") at any time during the 30 days following closing, from the Silver Lake Entities to cover over-allotments, if any.
- [F4]On May 31, 2006, pursuant to the Underwriting Agreement, the Underwriters exercised their option to purchase all of the Additional Shares. Settlement of the sale of the Additional Shares is expected to occur on June 5, 2006.
- [F5]The Silver Lake Entities will receive $14.0494 per share sold to the Underwriters. In connection with the sale of the Additional Shares, (i) Silver Lake Partners, L.P. sold 1,312,291 shares; (ii) Silver Lake Investors, L.P. sold 37,709 shares; and (iii) Silver Lake Technology Investors, L.L.C. sold 75,000 shares.
- [F6]As of the closing of the transaction described herein, the Silver Lake Entities will beneficially own 25,615,128 shares of Common Stock, representing approximately 22.7% of the issued and outstanding shares of Common Stock of Gartner.
Documents
Issuer
GARTNER INC
CIK 0000749251
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000749251
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 3:07 PM ET
- Size
- 15.2 KB