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 CT 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)
10/01/2020
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)
Code V Amount (A) or (D) Price
Common Stock 09/15/2020 G V 13,068 D $0 0 I 2017 GRAT(1)
Common Stock 10/01/2020 J(2) 154 A $0 51,783(3) D
Common Stock 23,055 I 2018 GRAT(4)
Common Stock 49,708 I 2019 GRAT(5)
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
Common Stock Equivalents (CSE) $0 10/01/2020 A 154 (6) (6) Common Stock 154 $125.72 47,351 D
Common Stock Equivalents (CSE) $0 10/01/2020 J(2) 154 (6) (6) Common Stock 154 $0 47,197 D
Explanation of Responses:
1. These shares were held in a grantor retained annuity trust created on September 15, 2017 when the reporting person transferred 130,622 Gartner shares to the trust (the "2017 GRAT"). These shares were held in trust for the benefit of the reporting person and his children. On September 14, 2018, 29,123 shares were distributed from the 2017 GRAT to the reporting person, and on October 14, 2019, 38,874 shares were distributed from the 2017 GRAT to the reporting person. Upon termination of the 2017 GRAT on September 15, 2020, 49,557 shares were distributed to the reporting person and the remaining 13,068 shares were transferred from the 2017 GRAT to the reporting person's children. The reporting person was the Trustee of the 2017 GRAT.
2. This reporting person has elected to receive an immediate distribution of the CSE shares.
3. This balance reflects the number of shares directly held by the reporting person following the distribution of shares to the reporting person upon termination of the 2017 GRAT as well as the CSE distribution reported herein.
4. These shares are held in a grantor retained annuity trust created on November 14, 2018 when the reporting person transferred 31,526 Gartner shares to the trust (the "2018 GRAT"). These shares are held in trust for the benefit of the reporting person and his children. On November 15, 2019, 8,471 shares were distributed from the 2018 GRAT to the reporting person. The reporting person is the Trustee of the 2018 GRAT.
5. These shares are 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 are held in trust for the benefit of the reporting person and his children. The reporting person is the Trustee of the 2019 GRAT.
6. 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 10/02/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.