Sec Form 4 Filing - MONAHAN THOMAS L @ CEB Inc. - 2017-04-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person MONAHAN THOMAS L 2. Issuer Name and Ticker or Trading Symbol CEB Inc. [ CEB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1919 NORTH LYNN ST. 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2017 (Street) ARLINGTON, VA22209 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2017 A V 221 ( 1 ) A $ 52.02 213,587 D Common Stock 04/05/2017 M 35,980 ( 2 ) A 249,567 D Common Stock 04/05/2017 F 18,310 ( 4 ) D $ 78.85 ( 5 ) 231,257 D Common Stock 04/05/2017 M 16,911 ( 6 ) A 248,168 D Common Stock 04/05/2017 F 8,606 ( 8 ) D $ 78.85 ( 5 ) 239,562 D Common Stock 04/05/2017 D 17,670 ( 9 ) D 221,892 D Common Stock 04/05/2017 D 8,305 ( 11 ) D 213,587 D Common Stock 04/05/2017 D 221 ( 12 ) D 213,366 D Common Stock 04/05/2017 D 213,366 ( 13 ) D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 04/05/2017 M 35,980 04/05/2017( 14 ) 04/05/2017 Common Stock 35,980 $ 0 0 D Performance Stock Units ( 7 ) 04/05/2017 M 16,911 04/05/2017( 15 ) 04/05/2017 Common Stock 16,911 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MONAHAN THOMAS L 1919 NORTH LYNN ST. ARLINGTON, VA22209 X Chief Executive Officer Signatures /s/ Thomas L. Monahan,Signed by Power of Attorney, James B. Anschutz 04/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired by the reporting person through CEB Inc. ("CEB") employee stock purchase plan in transactions exempt from reporting under Rule 16a-1(1)(i)(B) ("ESPP Shares"). ( 2 )Represents the shares of common stock of CEB acquired upon vesting of the restricted stock units of CEB beneficially owned by the reporting person on the effective date of the merger ("Merger") described in the Agreement and Plan of Merger ("Merger Agreement") dated as of January 5, 2017, among Gartner, Inc. ("Gartner"), Cobra Acquisition Corp. and CEB ("Vested RSUs"). ( 3 )Each restricted stock unit of CEB ("RSU") represented a right upon vesting to receive one share of CEB's common stock. ( 4 )Represents the number of shares of CEB common stock underlying the Vested RSUs withheld to satisfy tax withholding obligations related to the Vested RSUs. ( 5 )The closing price on the New York Stock Exchange ("NYSE") of CEB common stock on April 3, 2017. ( 6 )Represents the shares of common stock of CEB acquired upon vesting of the performance stock units of CEB ("PSU") beneficially owned by the reporting person on the effective date of the Merger ("Vested PSUs"). ( 7 )Each PSU represented a right upon vesting (based on the achievement of performance goals at target performance) to receive one share of CEB's common stock. ( 8 )Represents the number of shares of CEB common stock underlying the Vested PSUs withheld to satisfy tax withholding obligations related to the Vested PSUs. ( 9 )Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested RSUs, net of tax withholding. ( 10 )Disposed of pursuant to the Merger Agreement in exchange for per share consideration of (a) $54.00 in cash and (b) 0.2284 of a share of common stock of Gartner. Gartner common stock had a market value of $108.70 per share based on the closing price on the NYSE on the last trading day immediately preceding the Merger (April 4, 2017). ( 11 )Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs, net of tax withholding. ( 12 )Represents the disposition pursuant to the Merger Agreement of the ESPP Shares. ( 13 )Represents the number of shares of common stock of CEB beneficially owned by the reporting person immediately prior to the effectiveness of the Merger. ( 14 )Pursuant to the reporting person's severance agreement with CEB, as a result of the Merger, each outstanding and unvested RSU held by the reporting person vested. ( 15 )Pursuant to the Merger Agreement, immediately prior to the consummation of the Merger, since certain performance goals were achieved at target performance, each outstanding PSU vested.

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).

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