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- Statement of Changes in Beneficial Ownership (4)

Date : 06/12/2012 @ 6:19PM
Source : Edgar (US Regulatory)
Stock : Microstrategy Incorporated - Class A (MM) (MSTR)
Quote : 165.07  -1.93 (-1.16%) @ 8:10PM
Microstrategy share price Chart

- Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SAYLOR MICHAEL J
2. Issuer Name and Ticker or Trading Symbol

MICROSTRATEGY INC [ MSTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President and CEO
(Last)          (First)          (Middle)

C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

6/8/2012
(Street)

TYSONS CORNER, VA 22182
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock   6/8/2012     M    60000   A $20.69   60000   D    
Class A Common Stock   6/8/2012     S    12500   D $120.3026   (1) 47500   D    
Class A Common Stock   6/8/2012     S    19500   D $121.5924   (2) 28000   D    
Class A Common Stock   6/8/2012     S    28000   D $122.217   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (right to buy)   $20.69   6/8/2012     M         60000      (4) 2/8/2013   Class A Common Stock   60000   $0.00   285146   (5) D    

Explanation of Responses:
( 1)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.8501, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1, 2, and 3 to this Form 4.
( 2)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.00 to $121.83, inclusive.
( 3)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.63, inclusive.
( 4)  Of the 60,000 shares exercised on 06/08/2012 pursuant to this stock option, 17,146 shares vested on 02/28/2004 and 42,854 shares vested on 02/28/2005. Of the remaining 285,146 shares pursuant to this stock option, 39,146 shares vested on 02/28/2005, 82,000 shares vested on 02/08/2006, 82,000 shares vested on 02/08/2007, and 82,000 shares vested on 02/08/2008.
( 5)  See Exhibit A.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SAYLOR MICHAEL J
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA
TYSONS CORNER, VA 22182
X X Chairman, President and CEO

Signatures
/s/ Michael J. Saylor 6/12/2012
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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