Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 9:32AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13G/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No.3)* |
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MicroStrategy
Incorporated |
(Name of Issuer) |
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Class A Common
Stock, par value $0.001 per share |
(Title of Class of Securities) |
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594972408 |
(CUSIP Number) |
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December
31, 2014 |
(Date of Event Which Requires Filing of This Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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¨ |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
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(Page 1 of 9 Pages) |
______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 594972408 | 13G/A | Page 2 of 9 |
1 |
NAME OF REPORTING PERSON
Eminence Capital, LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
846,022 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
846,022 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,022 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2% |
12 |
TYPE OF REPORTING PERSON
IA |
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CUSIP No. 594972408 | 13G/A | Page 3 of 9 |
1 |
NAME OF REPORTING PERSON
Eminence GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
772,499 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
772,499 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,499 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% |
12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP No. 594972408 | 13G/A | Page 4 of 9 |
1 |
NAME OF REPORTING PERSON
Ricky C. Sandler |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
3,367 |
6 |
SHARED VOTING POWER
846,022 |
7 |
SOLE DISPOSITIVE POWER
3,367 |
8 |
SHARED DISPOSITIVE POWER
846,022 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,389 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3% |
12 |
TYPE OF REPORTING PERSON
IN |
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CUSIP No. 594972408 | 13G/A | Page 5 of 9 |
Item 1(a). NAME OF ISSUER
The name of the issuer is MicroStrategy Incorporated (the "Company").
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
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The Company's principal executive offices are located at 1850 Towers Crescent Plaza, Tysons Corner, VA 22182. |
Item 2(a). |
NAME OF PERSON FILING |
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This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): |
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(i) |
Eminence
Capital, LP, a Delaware limited partnership ("Eminence Capital"); |
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(ii) |
Eminence
GP, LLC, a Delaware limited liability company ("Eminence GP"); and |
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(iii) |
Ricky C. Sandler, a U.S. citizen ("Mr. Sandler"). |
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This statement relates to shares of Class A Common Stock as defined in Item 2(d) below held for the accounts of: |
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(i) |
Eminence Partners, L.P., a New York limited partnership ("Eminence I"); Eminence Partners II, L.P., a New York limited partnership ("Eminence II"); Eminence Partners Leveraged, L.P., a Delaware limited partnership ("Eminence Leveraged"); Eminence Partners Long, L.P., a Delaware limited partnership (together with Eminence I, Eminence II and Eminence Leveraged, the "Partnerships"); as well as Eminence Fund Master, Ltd. ("Eminence Offshore") and Eminence Fund Leveraged Master, Ltd. (together with Eminence Offshore, the "Offshore Funds"), each a Cayman Islands company. The Partnerships and the Offshore Funds are collectively referred to as the "Eminence Funds". |
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(ii) |
A separately managed account (the "SMA"); and |
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(iii) |
Family accounts and other related accounts over which Mr. Sandler has investment discretion (the "Family Accounts"). |
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CUSIP No. 594972408 | 13G/A | Page 6 of 9 |
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Eminence Capital serves as the management company
to the Eminence Funds with respect to the shares of Class A Common Stock directly owned by the Eminence Funds and the investment
adviser to the SMA with respect to the shares of Class A Common Stock directly owned by the SMA. Eminence Capital may be deemed
to have voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.
Eminence GP serves as general partner or manager
with respect to shares of Class A Common Stock directly owned by the Eminence Funds and may be deemed to have voting and dispositive
power over the shares held for the accounts of the Eminence Funds.
Mr. Sandler is the Managing Member of Eminence
Capital and Eminence GP and may be deemed to have voting and dispositive power with respect to the shares of Class A Common Stock
directly owned by the Eminence Funds, the SMA and the Family Accounts.
The filing of this statement should not be
construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner
of the shares of Class A Common Stock reported herein. |
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
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The address of the principal business and principal office of Eminence GP and Eminence Capital is 65 East 55th Street, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 65 East 55th Street, 25th Floor, New York, NY 10022. |
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(i) |
Eminence
Capital, LP, a Delaware limited partnership; |
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(ii) |
Eminence
GP, LLC, a Delaware limited liability company; and |
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(iii) |
Mr.
Sandler, a United States citizen. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES |
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Class A Common Stock, $0.001 par value (the "Class A Common Stock"). |
Item 2(e). |
CUSIP NUMBER |
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594972408 |
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
¨ |
Broker or dealer registered under Section 15 of the Act; |
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(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
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CUSIP No. 594972408 | 13G/A | Page 7 of 9 |
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(e) |
¨ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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(g) |
¨ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
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(i) |
¨ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j) |
¨ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution: ___________________________________________ |
Item 4. |
OWNERSHIP |
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A. Eminence Capital, LP |
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(a) |
Amount beneficially owned: 846,022 |
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(b) |
Percent of class:
9.2%. The percentages used herein and in the rest of Item 4 are calculated based upon the 9,148,710 shares of
Class A Common Stock outstanding on October 22, 2014, as set forth in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2014 filed with the Securities and Exchange Commission on October 29,
2014. |
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(c) |
(i) |
Sole power to vote or direct the vote: 0 |
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(ii) |
Shared power to vote or direct the vote: 846,022 |
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(iii) |
Sole power to dispose of or direct the disposition: 0 |
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(iv) |
Shared power to dispose of or direct the disposition: 846,022 |
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B. Eminence GP, LLC |
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(a) |
Amount beneficially owned: 772,499 |
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(b) |
Percent of class: 8.4%. |
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(c) |
(i) |
Sole power to vote or direct the vote: 0 |
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(ii) |
Shared power to vote or direct the vote: 772,499 |
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(iii) |
Sole power to dispose of or direct the disposition: 0 |
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(iv) |
Shared power to dispose of or direct the
disposition: 772,499 |
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CUSIP No. 594972408 | 13G/A | Page 8 of 9 |
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C. Ricky C. Sandler |
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(a) |
Amount beneficially owned: 849,389 |
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(b) |
Percent of class: 9.3%. |
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(c) |
(i) |
Sole power to vote or direct the vote: 3,367 |
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(ii) |
Shared power to vote or direct the vote: 846,022 |
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(iii) |
Sole power to dispose of or direct the disposition: 3,367 |
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(iv) |
Shared power to dispose of or direct the disposition: 846,022 |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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Not applicable. |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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Not Applicable. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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Not applicable. |
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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Not applicable. |
Item 9. |
NOTICE OF DISSOLUTION OF GROUP |
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Not applicable. |
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Each of the Reporting Persons hereby makes the following certification: |
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 594972408 | 13G/A | Page 9 of 9 |
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: February 17, 2015
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/s/ Ricky C. Sandler |
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Ricky C. Sandler, individually, and as |
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Managing Member of Eminence Capital, GP, LLC, |
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the General Partner of Eminence Capital, LP; and as |
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Managing Member of Eminence GP, LLC |
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