Sec Form 4 Filing - JOYCE JOHN R @ GARTNER INC - 2009-12-14

Insider filing report for Changes in Beneficial Ownership
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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
JOYCE JOHN R
2. Issuer Name and Ticker or Trading Symbol
GARTNER INC [ IT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS, L.P., 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2009
(Street)
MENLO PARK, CA94025
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, par value $0.0005 12/14/2009 J( 2 ) 380,850 ( 2 ) D $ 0 ( 2 ) 0 ( 4 ) I ( 1 ) By Silver Lake Entities ( 1 )
Common Stock, par value $0.0005 12/14/2009 S( 3 ) 7,960,641 ( 3 ) D $ 17.06 0 ( 4 ) I ( 1 ) By Silver Lake Entities ( 1 )
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 D ate Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOYCE JOHN R
C/O SILVER LAKE PARTNERS, L.P.
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
/s/ Karen M. King, Attorney-in-Fact for John R. Joyce 12/16/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Owned by Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology Investors, L.L.C. (collectively, the "Silver Lake Entities"). Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Silver Lake Partners Management Company, L.L.C. is the Manager of Silver Lake Technology Investors, L.L.C. Mr. Joyce is a Managing Director of each of Silver Lake Technology Associates, L.L.C. and Silver Lake Technology Management, L.L.C, the managing member of Silver Lake Partners Management Company, L.L.C. As such, Mr. Joyce could be deemed to have a shared voting and/or dispositive power over these shares. However, Mr. Joyce disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
( 2 )Distribution of 310,702 shares by Silver Lake Partners, L.P. through its general partner to certain direct and indirect partners of such general partner, and distribution of 70,148 shares by Silver Lake Technology Investors, LLC to certain of its members, in each case for the sole purpose of charitable giving.
( 3 )Of the 7,960,641 shares sold by the Silver Lake Entities on December 14, 2009, (i) Silver Lake Partners, L.P. sold 7,370,961 shares; (ii) Silver Lake Investors, L.P. sold 220,665 shares; and Silver Lake Technology Investors, L.L.C. sold 369,015 shares.
( 4 )The transactions described herein took place simultaneously.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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