GARTNER INC — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARTNER INC (IT)
CIK: 0000749251
Period of Report: 2011-04-01

Reporting Person: ValueAct Holdings, L.P. (Director, see remarks)
Reporting Person: ValueAct Capital Master Fund, L.P. (Director, see remarks)
Reporting Person: VA Partners I, LLC (Director, see remarks)
Reporting Person: ValueAct Capital Management, L.P. (Director, see remarks)
Reporting Person: ValueAct Capital Management, LLC (Director, see remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, see remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Common Stock Equivalents (CSE)	$0	A	163	Acquired		Common Stock (163)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	7090013	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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 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 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.

F4: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.