GARTNER INC — Director's Dealing 2020

Feb 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GARTNER INC (IT)
CIK: 0000749251
Period of Report: 2020-02-06

Reporting Person: Davis Kendall B (EVP, Products and Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-06	Common Stock	M	20080	$64.64	Acquired	153461	Direct
2020-02-06	Common Stock	D	8412	$154.30	Disposed	145049	Direct
2020-02-06	Common Stock	F	5406	$154.30	Disposed	139643	Direct
2020-02-06	Common Stock	S	6262	$154.02	Disposed	133381	Direct
2020-02-06	Common Stock	M	2977	—	Acquired	136358	Direct
2020-02-06	Common Stock	F	1041	$154.29	Disposed	135317	Direct
2020-02-06	Common Stock	M	4222	—	Acquired	139539	Direct
2020-02-06	Common Stock	F	1353	$154.29	Disposed	138186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-06	Stock Appreciation Rights	$64.64	M	20080	Disposed	2021-02-10	Common Stock (20080)	Direct
2020-02-06	Restricted Stock Units	$0	A	11905	Acquired		Common Stock (11905)	Direct
2020-02-06	Restricted Stock Units	$0	M	2977	Disposed		Common Stock (2977)	Direct
2020-02-06	Restricted Stock Units	$0	M	4222	Disposed		Common Stock (4222)	Direct

Footnotes

F1: Represents shares acquired upon the exercise of SARs.

F2: Represents shares withheld that had an aggregate value, based on the market price on the date of exercise, substantially equal to the aggregate exercise price of the SARs.

F3: Represents shares withheld from the settlement of the SARs for the payment of applicable income and payroll tax withholding due upon exercise.

F4: This transaction was executed in multiple trades at prices ranging from $153.71 to $154.42. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: Represents shares acquired upon the vesting of the first installment of the RSUs noted in footnote 9 on February 6, 2020. The RSUs convert into common stock on a one-for-one basis.

F6: Represents shares withheld for the payment of applicable income and payroll withholding taxes.

F7: Represents shares acquired upon release of RSUs, which convert into common stock on a one-for-one basis. These RSUs vest in four substantially equal annual installments, commencing on February 6, 2018. This represents the 2020 installment.

F8: These SARs became exercisable in four substantially equal annual installments, commencing on February 10, 2015 and are fully exercisable.

F9: These performance-based RSUs were awarded on February 6, 2019 and vest in four substantially equal annual installments, commencing on February 6, 2020. This represents the actual number of RSUs awarded after the performance metric was certified.