4//SEC Filing
CEB Inc. 4
Accession 0001209191-17-026162
CIK 0001066104operating
Filed
Apr 5, 8:00 PM ET
Accepted
Apr 6, 8:53 PM ET
Size
17.0 KB
Accession
0001209191-17-026162
Insider Transaction Report
Form 4
CEB Inc.CEB
Lynn Haniel J
Group President
Transactions
- Tax Payment
Common Stock
2017-04-05$78.85/sh−3,104$244,750→ 38,992 total - Disposition to Issuer
Common Stock
2017-04-05−35,948→ 0 total - Exercise/Conversion
Restricted Stock Units
2017-04-05−19,558→ 0 totalFrom: 2017-04-05Exp: 2017-04-05→ Common Stock (19,558 underlying) - Exercise/Conversion
Performance Stock Units
2017-04-05−6,148→ 0 totalFrom: 2017-04-05Exp: 2017-04-05→ Common Stock (6,148 underlying) - Exercise/Conversion
Common Stock
2017-04-05+6,148→ 42,096 total - Disposition to Issuer
Common Stock
2017-04-05−3,044→ 35,948 total
Footnotes (11)
- [F1]Represents the shares of common stock of CEB Inc. ("CEB") acquired upon vesting of the restricted stock units of CEB 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 ("Vested RSUs").
- [F10]Pursuant 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.
- [F11]Pursuant to the Merger Agreement, immediately prior to the consummation of the Merger, since certain performance goals were achieved at target performance, each outstanding PSU vested.
- [F2]Each PSU represented a right upon vesting (based on the achievement of performance goals at target performance) to receive one share of CEB's common stock.
- [F3]Represents the number of shares of CEB common stock underlying the Vested PSUs withheld to satisfy tax withholding obligations related to the Vested PSUs.
- [F4]The closing price on the New York Stock Exchange ("NYSE") of CEB common stock on April 3, 2017.
- [F5]Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs, net of tax withholding.
- [F6]Disposed 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).
- [F7]Represents the number of shares of common stock of CEB beneficially owned by the reporting person immediately prior to the effectiveness of the Merger.
- [F8]Each 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).
- [F9]RSUs 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.
Documents
Issuer
CEB Inc.
CIK 0001066104
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001066104
Filing Metadata
- Form type
- 4
- Filed
- Apr 5, 8:00 PM ET
- Accepted
- Apr 6, 8:53 PM ET
- Size
- 17.0 KB