0001209191-17-026162.txt : 20170406
0001209191-17-026162.hdr.sgml : 20170406
20170406205328
ACCESSION NUMBER: 0001209191-17-026162
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170405
FILED AS OF DATE: 20170406
DATE AS OF CHANGE: 20170406
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CEB Inc.
CENTRAL INDEX KEY: 0001066104
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
IRS NUMBER: 522056410
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1919 NORTH LYNN ST.
CITY: ARLINGTON
STATE: VA
ZIP: 22209
BUSINESS PHONE: 5713033000
MAIL ADDRESS:
STREET 1: 1919 NORTH LYNN ST.
CITY: ARLINGTON
STATE: VA
ZIP: 22209
FORMER COMPANY:
FORMER CONFORMED NAME: CORPORATE EXECUTIVE BOARD CO
DATE OF NAME CHANGE: 19980728
FORMER COMPANY:
FORMER CONFORMED NAME: CORPORATE ADVISORY BOARD CO
DATE OF NAME CHANGE: 19980716
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lynn Haniel J
CENTRAL INDEX KEY: 0001613210
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34849
FILM NUMBER: 17747454
MAIL ADDRESS:
STREET 1: 1919 NORTH LYNN STREET
CITY: ARLINGTON
STATE: VA
ZIP: 22209
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-04-05
1
0001066104
CEB Inc.
CEB
0001613210
Lynn Haniel J
1919 NORTH LYNN ST.
ARLINGTON
VA
22209
0
1
0
0
Group President
Common Stock
2017-04-05
4
M
0
6148
A
42096
D
Common Stock
2017-04-05
4
F
0
3104
78.85
D
38992
D
Common Stock
2017-04-05
4
D
0
3044
D
35948
D
Common Stock
2017-04-05
4
D
0
35948
D
0
D
Restricted Stock Units
2017-04-05
4
M
0
19558
0.00
D
2017-04-05
2017-04-05
Common Stock
19558
0
D
Performance Stock Units
2017-04-05
4
M
0
6148
0.00
D
2017-04-05
2017-04-05
Common Stock
6148
0
D
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").
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.
Represents the number of shares of CEB common stock underlying the Vested PSUs withheld to satisfy tax withholding obligations related to the Vested PSUs.
The closing price on the New York Stock Exchange ("NYSE") of CEB common stock on April 3, 2017.
Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs, net of tax withholding.
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).
Represents the number of shares of common stock of CEB beneficially owned by the reporting person immediately prior to the effectiveness of the Merger.
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).
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.
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.
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.
/s/ Haniel J. Lynn,
Signed by Power of Attorney, James B. Anschutz
2017-04-06