Schedule 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FPOFHtyRLVcmcjgMzh+dFDU+kuQO6W9msCWOCWqUKdIURYTC51BMBcUPLe329TVT wQJFDL3tDdki8GnfvsyMPw== 0001193125-05-029516.txt : 20050214 0001193125-05-029516.hdr.sgml : 20050214 20050214171609 ACCESSION NUMBER: 0001193125-05-029516 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY INC CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510323571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54429 FILM NUMBER: 05612383 BUSINESS ADDRESS: STREET 1: 1861 INTERNATIONAL DR CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038488600 MAIL ADDRESS: STREET 1: 1861 INTERNATIONAL DR CITY: MCLEAN STATE: VA ZIP: 22102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANSAL SANJU K CENTRAL INDEX KEY: 0001079783 IRS NUMBER: 301608377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MICROSTRATEGY INC STREET 2: 1861 INTERNATIONAL DR CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7038488600 MAIL ADDRESS: STREET 1: 1861 INTERNATIONAL DR STREET 2: MICROSTRATEGY INC CITY: MCLEAN STATE: VA ZIP: 22102 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G /A

Under the Securities Exchange Act of 1934

(Amendment No. 6)

MICROSTRATEGY INCORPORATED

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

594972 40 8

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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. 594972 40 8


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Sanju K. Bansal
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

453,018 shares

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

453,018 shares

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,018
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 2 of 6 Pages

Item 1

(a).

Name of Issuer:

MicroStrategy Incorporated

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

1861 International Drive

McLean, VA 22102

Item 2

(a).

Name of Person Filing:

Sanju K. Bansal

Item 2

(b).

Address of Principal Business Office:

1861 International Drive

McLean, VA 22102

Item 2

(c).

Citizenship:

United States

Item 2

(d).

Title of Class of Securities:

Class A Common Stock

Item 2

(e).

CUSIP Number:

594972 40 8

Item 3.

If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act 15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment advisor in accordance with (S)240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).

Page 3 of 6 Pages



Item 4.	Ownership:

	(a)	Amount Beneficially Owned: 453,018 shares

	(b)	Percent of Class: 3.4%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 453,018 shares

		(ii)	shared power to vote or to direct the vote:

		(iii)	sole power to dispose or to direct the disposition of: 453,018 shares

		(iv)	shared power to dispose or to direct the disposition of:

Item 5.	Ownership of Five Percent or Less of a Class:

	This statement is being filed to report the fact that, as of the date hereof (December 31, 2004), the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities.

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person:

	Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

	Not applicable

Item 8.	Identification and Classification of Members of the Group:

	See Exhibit 1.

Item 9.	Notice of Dissolution of Group:

	Not applicable

Item 10.	Certification:

	Not applicable

Page 4 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 14, 2005	/s/ Sanju K. Bansal
	Sanju K. Bansal

	Shangri-La LLC

	by:	/s/ Sanju K. Bansal
		Sanju K. Bansal, Sole Member

	Sanjeev K. Bansal Qualified Annuity Trust #2

	by:	/s/ Sanju K. Bansal
		Sanju K. Bansal, Trustee

	Sanjeev K. Bansal Qualified Annuity Trust #3

	by:	/s/ Sanju K. Bansal
		Sanju K. Bansal, Trustee

	The Bansal Foundation

	by:	/s/ Sanju K. Bansal
		Sanju K. Bansal, Trustee

Page 5 of 6 Pages

EX-1 2 dex1.htm IDENTITY OF MEMBERS OF GROUP Identity of Members of Group

Exhibit 1

IDENTITY OF MEMBERS OF GROUP

Sanju K. Bansal is the holder of 2,357 shares of Class B Common Stock of MicroStrategy Incorporated (“Class B Common Stock”) and options exercisable within 60 days after December 31, 2004 to purchase 20,000 shares of Class A Common Stock of MicroStrategy Incorporated (“Class A Common Stock”); Shangri-La LLC, a Delaware limited liability company, is the holder of 336,556 shares of Class B Common Stock; the Sanjeev K. Bansal Qualified Annuity Trust #2 is the holder of 38,305 shares of Class B Common Stock; the Sanjeev K. Bansal Qualified Annuity Trust #3 is the holder of 50,000 shares of Class A Common Stock; and The Bansal Foundation is the holder of 5,800 shares of Class A Common Stock. Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-for-one basis. Mr. Bansal is the sole member of Shangri-La LLC and the sole trustee of each of the Sanjeev K. Bansal Qualified Annuity Trust #2, the Sanjeev K. Bansal Qualified Annuity Trust #3 and The Bansal Foundation. Accordingly, Mr. Bansal is the beneficial owner of the foregoing shares of Class A Common Stock and Class B Common Stock held by each of the above-named entities.

Page 6 of 6 Pages

-----END PRIVACY-ENHANCED MESSAGE-----