Sec Form 4 Filing - Thune Warren @ 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 Thune Warren 2. Issuer Name and Ticker or Trading Symbol CEB Inc. [ CEB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group President (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 04/05/2017 M 6,148 ( 1 ) A 30,984 D Common Stock 04/05/2017 D 6,148 ( 3 ) D 24,836 D Common Stock 04/05/2017 D 24,836 ( 5 ) 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 ( 6 ) 04/05/2017 M 19,558 ( 7 ) 04/05/2017( 8 ) 04/05/2017 Common Stock 19,558 $ 0 0 D Performance Stock Units ( 2 ) 04/05/2017 M 6,148 04/05/2017( 9 ) 04/05/2017 Common Stock 6,148 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thune Warren 1919 NORTH LYNN ST. ARLINGTON, VA22209 Group President Signatures /s/ Warren Thune,Signed by Power of Attorney, James B. Anschutz 04/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the shares of common stock of CEB Inc. ("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"). ( 2 )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. ( 3 )Represents the disposition pursuant to the Merger Agreement of the shares underlying the Vested PSUs. ( 4 )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). ( 5 )Represents the number of shares of common stock of CEB beneficially owned by the reporting person immediately prior to the effectiveness of the Merger. ( 6 )Each restricted stock unit of CEB ("RSU") that did not vest at or before the effectiveness of the Merger was assumed by Gartner and converted into a restricted share unit payable in a number of shares of Gartner common stock, rounded up to the nearest whole share, equal to the product of (i) the applicable number of shares of CEB common stock subject to such award multiplied by (ii) the sum of (x) 0.2284 plus (y) a fraction resulting from dividing $54.00 by the closing price per share of Gartner common stock on the NYSE on the last trading day immediately preceding the closing date of the Merger ($108.70). ( 7 )RSUs that were awarded on March 26, 2014, March 25, 2015, March 30, 2016 and March 15, 2017 and did not vest at or before the effectiveness of the Merger that rolled over into restricted share units of Gartner. ( 8 )Pursuant to the Merger Agreement, on the effective date of the Merger, each outstanding RSU that did not vest before or in connection with the Merger rolled over into a restricted share unit of Gartner. ( 9 )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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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