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*
VA PARTNERS LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE
FOURTH FLOOR

(Street)
SAN FRANCISCO CA 94133

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
NEW-Class A Common Stock 02/07/2005 P 1,248,300 A $9.4 9,917,900 I See Footnotes(1)(2)
NEW-Class A Common Stock 02/08/2005 P 1,000,000 A $9.25 10,917,900 I See Footnotes(1)(2)
NEW-Class A Common Stock 02/09/2005 P 278,000 A $9.2 11,195,900 I See Footnotes(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
VA PARTNERS LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE
FOURTH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
UBBEN JEFFREY W

(Last) (First) (Middle)
435 PACIFIC AVENUE, FOURTH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KAMIN PETER H

(Last) (First) (Middle)
TWO INTERNATIONAL PLACE, 25TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As General Partner and Investment Manager of ValueAct Capital Partners, L.P., ValueAct Capital Partners II, L.P., ValueAct Capital International, Ltd., ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P.
2. The reported stock is owned directly by ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. and indirectly by VA Partners, LLC as general partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. Jeffrey W. Ubben is a director of Gartner Group, Inc. and Managing Member of VA Partners, LLC, the General Partner. Peter H. Kamin and George F. Hamel are Managing Members of VA Partners, LLC, The General Partner. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein.
Remarks:
Joint Filer Information Name: ValueAct Capital Partners, L.P. Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: ValueAct Capital Partners II, L.P. Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: ValueAct Capital International, Ltd. Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005 Name: Peter H. Kamin Address: 435 Pacific Avenue, 4th Fl, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Gartner Group, Inc. (IT) Date of Event Requiring Statement: February 7, 2005
VALUEACT CAPITAL PARTNERS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Member 02/09/2005
VALUEACT CAPITAL PARTNERS II, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Member 02/09/2005
VALUEACT CAPITAL INTERNATIONAL, LTD., BY VA PARTNERS, L.L.C., ITS INVESTMENT MANAGER, By: /s/ George F. Hamel, Jr., Managing Member 02/09/2005
VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Member 02/09/2005
VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Member 02/09/2005
VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr., Managing Member 02/09/2005
By: /s/ Jeffrey W. Ubben 02/09/2005
By: /s/ George F. Hamel, Jr. 02/09/2005
By: /s/ Peter H. Kamin 02/09/2005
** 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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