-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJVJyBkUAXFbFt+YtEBikZdqDGcUM2d8EbOeXd/CmDhAuxz7cwctu3DKkZ5W1TMj dQ+qf4712PgQcTTc7UzXZg== 0001418812-08-000002.txt : 20080104 0001418812-08-000002.hdr.sgml : 20080104 20080104135059 ACCESSION NUMBER: 0001418812-08-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080102 FILED AS OF DATE: 20080104 DATE AS OF CHANGE: 20080104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GARTNER INC CENTRAL INDEX KEY: 0000749251 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 043099750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 56 TOP GALLANT RD STREET 2: P O BOX 10212 CITY: STAMFORD STATE: CT ZIP: 06904-2212 BUSINESS PHONE: 2039640096 MAIL ADDRESS: STREET 1: 56 TOP GALLANT RD STREET 2: P O BOX 10212 CITY: STAMFORD STATE: CT ZIP: 06904-2212 FORMER COMPANY: FORMER CONFORMED NAME: GARTNER GROUP INC DATE OF NAME CHANGE: 19930823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 08510638 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 08510639 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners III, LLC CENTRAL INDEX KEY: 0001375350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 08510641 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 08510642 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 08510643 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 08510640 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2008-01-02 0 0000749251 GARTNER INC IT 0001418814 ValueAct Holdings, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001418812 VA Partners I, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001375350 VA Partners III, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001418813 ValueAct Holdings GP, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 Common Stock, par value $.01 per share 18636437 I See Footnote Common Stock, par value $.01 per share 2151000 I See Footnote Common Stock Equivalents (CSE) 0 2008-01-02 4 A 0 802 A Common Stock 802 13008 D The reported stock is owned directly by ValueAct Capital Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. The reported stock is owned directly by ValueAct Capital Master Fund III, L.P. and may be deemed to be beneficially owned by (i) VA Partners III, LLC as General Partner of ValueAct Capital Master Fund III, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners III, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. These are Common Stock Equivalents received as compensation for Jeffrey W. Ubben's service as an outside director of Gartner, Inc. They were granted under the Company's 2003 Long-Term Incentive Plan (LTIP). The Common Stock Equivalents convert into Gartner Common Stock on the date the outside director's continuous status as a director terminates, or as otherwise provided in the 2003 LTIP. Column 8 is not a required reportable field. Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the Common Stock Equivalents for the benefit of ValueAct Capital Master Fund, L.P. & indirectly for (i) VA Partners I, LLC as General Partner ("GP") of ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. (iii) ValueAct Capital Management, LLC as GP of ValueAct Capital Management, L.P. (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. & the membership interests of ValueAct Capital Management, LLC & as the majority owner of the membership interests of VA Partners I, LLC & (v) ValueAct Holdings GP, LLC as GP of ValueAct Holdings, L.P. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the Common Stock Equivalents for the benefit of ValueAct Capital Master Fund III, L.P. & indirectly for (i) VA Partners III, LLC as General Partner ("GP") of ValueAct Capital Master Fund III, L.P (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P. (iii) ValueAct Capital Management, LLC as GP of ValueAct Capital Management, L.P. (v) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. & the membership interests of ValueAct Capital Management, LLC & as the majority owner of the membership interests of VA Partners III, LLC & (vi) ValueAct Holdings GP, LLC as GP of ValueAct Holdings, L.P. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Joint Filer Information: Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 Name: ValueAct Capital Master Fund III, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 Name: VA Partners I, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 Name: VA Partners III, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 Name: ValueAct Holdings GP, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Gartner, Inc. (IT) Date of Event Requiring Statement: 1/02/08 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VALUEACT CAPITAL MASTER FUND III, L.P., By: VA PARTNERS III, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VA PARTNERS I, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VA PARTNERS III, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 VALUEACT HOLDINGS GP, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-01-04 -----END PRIVACY-ENHANCED MESSAGE-----