SEC FORM 4

SEC Form 4

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^*

GRABE WILLIAM O

(Last)

(First)

(Middle)

56 TOP GALLANT RD

P.O. BOX 10212

(Street)

STAMFORD

06904-2212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GARTNER INC [ IT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2022		G⁽¹⁾	V	17,333	A	$0	18,579	D
Common Stock	01/03/2023		J⁽²⁾		57	A	$0	28,188⁽³⁾	D
Common Stock	11/21/2022		G	V	17,113	D	$0	0	I	2019 GRAT⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Equivalents (CSE)	$0	01/03/2023		A		57		⁽⁵⁾	⁽⁵⁾	Common Stock	57	$337.49	47,254	D
Common Stock Equivalents (CSE)	$0	01/03/2023		J⁽²⁾			57	⁽⁵⁾	⁽⁵⁾	Common Stock	57	$0	47,197	D

Explanation of Responses:

1. On November 25, 2020, the reporting person established a grantor retained annuity trust with an independent trustee (the "2020 GRAT"). This reflects the distribution of shares to the reporting person as the proceeds of an annual annuity distribution from the 2020 GRAT.

2. This reporting person has elected to receive an immediate distribution of the CSE shares.

3. Also reflects the 9,552 shares distributed to the reporting person from the 2019 GRAT described in footnote 4.

4. These shares were held in a grantor retained annuity trust created on November 22, 2019 when the reporting person transferred 49,708 Gartner shares to the trust (the "2019 GRAT"). These shares were held in trust for the benefit of the reporting person and his children. On November 23, 2020, 14,657 shares were distributed from the 2019 GRAT to the reporting person, and on December 13, 2021, 8,386 shares were distributed from the 2019 GRAT to the reporting person. Upon termination of the 2019 GRAT on November 21, 2022, 9,552 shares were distributed to the reporting person and the remaining 17,113 shares were transferred from the 2019 GRAT to the reporting person's children. The reporting person was the Trustee of the 2019 GRAT.

5. These are Common Stock Equivalents ("CSE") received as compensation for service as an outside director of Gartner, Inc. They were granted under the Company's 2014 Long-Term Incentive Plan ("2014 LTIP"). The CSEs convert into Gartner common stock on the date the outside director's continuous status as a director terminates, or as otherwise provided in the 2014 LTIP.

	/s/ Kevin Tang for William O. Grabe	01/05/2023
	** 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).
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