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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13D Under the Securities Exchange Act of 1934
(Amendment No. 11)* |
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Gartner, Inc. |
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(Name of Issuer) |
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Common Stock, Par Value $0.0005 per share |
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(Title of Class of Securities) |
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366651107 |
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(CUSIP Number) |
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Silver Lake Partners, L.P. 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (650) 233-8120 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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November 18, 2009 |
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(Date of Event which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 0
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 366651107 |
Page 2 of 6 Pages |
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1. |
NAME OF REPORTING PERSONS SILVER LAKE PARTNERS, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Not required.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) [ X ] (b) [ ] |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS Not applicable.
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER 0 |
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8.
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SHARED VOTING POWER 9,168,099 shares |
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9.
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SOLE DISPOSITIVE POWER 0 |
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10.
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SHARED DISPOSITIVE POWER 9,168,099 shares |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,168,099 shares |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% |
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14. |
TYPE OF REPORTING PERSON PN |
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CUSIP No. 366651107 |
Page 3 of 6 Pages |
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1. |
NAME OF REPORTING PERSONS SILVER LAKE INVESTORS, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Not required.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) [ X ] (b) [ ] |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS Not applicable.
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER 0 |
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8.
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SHARED VOTING POWER 9,168,099 shares |
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9.
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SOLE DISPOSITIVE POWER 0 |
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10.
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SHARED DISPOSITIVE POWER 9,168,099 shares |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,168,099 shares |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% |
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14. |
TYPE OF REPORTING PERSON PN |
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CUSIP No. 366651107 |
Page 4 of 6 Pages |
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1. |
NAME OF REPORTING PERSONS SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Not required.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) [ X ] (b) [ ] |
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3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS Not applicable.
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER 0 |
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8.
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SHARED VOTING POWER 9,168,099 shares |
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9.
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SOLE DISPOSITIVE POWER 0 |
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10.
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SHARED DISPOSITIVE POWER 9,168,099 shares |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,168,099 shares |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% |
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14. |
TYPE OF REPORTING PERSON OO |
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CUSIP No. 366651107 |
Page 5 of 6 Pages |
Amendment No. 11 to Schedule 13D
This Amendment No. 11 to Schedule 13D supplements and amends the Schedule 13D of Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology Investors, L.L.C. (the “Silver Lake Entities”) originally filed on April 15, 2003, as amended by Amendment No. 1 filed on September 19, 2003, Amendment No. 2 filed on June 21, 2004, Amendment No. 3 filed on August 30, 2004, Amendment No. 4 filed on May 22, 2006, Amendment No. 5 filed on June 1, 2006, Amendment No. 6 filed on September 18, 2006, Amendment No. 7 filed on December 7, 2006, Amendment No. 8 filed on June 23, 2008, Amendment No. 9 filed on June 17, 2009 and Amendment No. 10 filed on August 12, 2009 with respect to the Common Stock, par value $.0005 per share (the “Common Stock”) of Gartner, Inc. (“Gartner”). Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein as so defined.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following:
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
As of November 18, 2009, the Silver Lake Entities beneficially own 9,168,099 shares of Common Stock, representing approximately 9.6% of the issued and outstanding shares of Common Stock. This percentage is based on 95,552,860 shares of Common Stock issued and outstanding as of October 23, 2009, as reported in Gartner's Quarterly Report on Form 10-Q for the period ended September 30, 2009, filed on October 30, 2009.
Item 5(c) of the Schedule 13D is hereby amended and supplemented by the following:
In the sixty days prior to the date of this filing, the Silver Lake Entities have sold 397,713 shares of Common Stock in multiple open market transactions, at per share prices ranging from $17.50 to $20.25. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan adopted by the Silver Lake Entities with respect to the Common Stock of the Issuer.
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CUSIP No. 366651107 |
Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: November 19, 2009
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SILVER LAKE PARTNERS, L.P. |
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By: |
Silver Lake Technology Associates, L.L.C., its General Partner |
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By: |
/s/ Karen M. King |
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Name: Karen M. King Title: Senior Vice President and General Counsel |
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SILVER LAKE INVESTORS, L.P. |
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By: |
Silver Lake Technology Associates, L.L.C., its General Partner |
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By: |
/s/ Karen M. King |
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Name: Karen M. King Title: Senior Vice President and General Counsel |
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SILVER LAKE TECHNOLOGY INVESTORS, L.L.C. |
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By: |
Silver Lake Partners Management Company, L.L.C., its Manager |
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By: |
Silver Lake Technology Management, L.L.C., its Managing Member |
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By: |
/s/ Karen M. King |
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Name: Karen M. King Title: Senior Vice President and General Counsel |