0001209191-17-026163.txt : 20170406 0001209191-17-026163.hdr.sgml : 20170406 20170406205409 ACCESSION NUMBER: 0001209191-17-026163 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: Thune Warren CENTRAL INDEX KEY: 0001612349 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34849 FILM NUMBER: 17747455 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 0001612349 Thune Warren 1919 NORTH LYNN ST. ARLINGTON VA 22209 0 1 0 0 Group President Common Stock 2017-04-05 4 M 0 6148 A 30984 D Common Stock 2017-04-05 4 D 0 6148 D 24836 D Common Stock 2017-04-05 4 D 0 24836 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 disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs. 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/ Warren Thune, Signed by Power of Attorney, James B. Anschutz 2017-04-06