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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $ 21.85 | 02/15/2007 | A | 210,139 | 02/15/2008(1) | 02/15/2014 | Common Stock | 210,139 | $ 0 | 210,139 | D | ||||
| Restricted Stock Units | $ 0.0005 | 02/15/2007 | A | 131,580 (3) | (2) | (2) | Common Stock | 131,580 | $ 0 | 335,580 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HALL EUGENE A 56 TOP GALLANT ROAD P.O. BOX 10212 STAMFORD, CT 06904-2212 |
X | CEO | ||
| /s/ Kevin Feeney for Eugene A. Hall | 02/20/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The stock appreciation right becomes exercisable in four substantially equal annual installments commencing on 2/15/2008. |
| (2) | The RSUs vest in four equal annual installments, beginning on May 15, 2007. The actual number of RSUs granted depends upon the achievement of certain targets set by the Compensation Committee for Gartner?s 2006 Total Sales Bookings for its Research segment. The actual number of RSUs may be between 0% and 200% of the target number depending on whether and the extent to which the targets are achieved. |
| (3) | The RSUs reported represent an adjustment to a target number of RSUs previously awarded on March 15, 2006. The actual number finally awarded depended upon the achievement of certain 2006 performance criteria set by the Compensation Committee. On February 15, 2007, the Committee finally determined the achievement of the 2006 performance criteria; accordingly, 164.5% of the target number of RSUs was the number of RSUs finally awarded. The number of RSUs reported on this filing represents the difference between the actual number finally awarded and the target number previously reported. The RSUs vest in four equal annual installments, beginning on May 15, 2007. |
| Remarks: On November 9, 2005, Gartner and Eugene A. Hall, its chief executive officer, agreed to cancel Mr. Hall?s existing 500,000 share restricted stock award and replace it with a new award for the same amount of shares and on similar terms. This was done for tax reasons and the number of shares of restricted stock issued to Mr.Hall remains unchanged. By issuing the restricted stock award under its stockholder approved 2003 Long Term Incentive Plan, Gartner will be able to take a tax deduction when and if the restrictions lapse on the restricted stock award. Gartner would not have been able to take advantage of this tax deduction on the award in its current form because the award had been made as an inducement grant, and consequently was not issued pursuant to a stockholder approved plan. Gartner and Mr.Hall have entered into (i) a Termination of Restricted Stock Agreement to cancel the original award of 500,000 shares of restricted stock which was made on October 15, 2004; and (ii) a Restricted Stock Agreement which makes a new grant to him of 500,000 shares of restricted stock under Gartner?s 2003 Long Term Incentive Plan. Similarly to the grant being cancelled, the restrictions on this new grant lapse as to (i) 300,000 shares when the Company?s Common Stock trades at an average price of $20 or more for sixty (60) consecutive trading days, (ii) 100,000 shares when the Company?s Common Stock trades at an average price of $25 or more for sixty (60) consecutive trading days, and (iii) 100,000 shares when the Company?s common stock trades at an average price of $30 or more for sixty (60) consecutive trading days, subject to Mr.Hall?s continued employment with the Company through each such date. Notwithstanding the preceding sentence, all restrictions shall lapse in full upon a change in control. | |