0000950170-24-036118.txt : 20240325 0000950170-24-036118.hdr.sgml : 20240325 20240325202147 ACCESSION NUMBER: 0000950170-24-036118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240321 FILED AS OF DATE: 20240325 DATE AS OF CHANGE: 20240325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shao Wei-Ming CENTRAL INDEX KEY: 0001663488 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 24780672 MAIL ADDRESS: STREET 1: MICROSTRATEGY INCORPORATED STREET 2: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY Inc CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 510323571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 BUSINESS PHONE: 703-848-8600 MAIL ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: MICROSTRATEGY INC DATE OF NAME CHANGE: 19971126 4 1 ownership.xml 4 X0508 4 2024-03-21 0001050446 MICROSTRATEGY Inc MSTR 0001663488 Shao Wei-Ming C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER VA 22182 false true false false SEVP & General Counsel false Class A Common Stock 453 D Employee Stock Option (Right to buy) 1599.29 2024-03-21 4 A false 573 0.00 A 2034-03-21 Class A Common Stock 573 573 D Restricted Stock Units 2024-03-21 4 A false 1997 0.00 A Class A Common Stock 1997 1997 D Performance Stock Units 2024-03-21 4 A false 400 0.00 A Class A Common Stock 400 400 D 25 percent of the shares subject to this option vest on the first anniversary of the grant date, and an additional 25 percent of the shares originally subject to this option vest on each anniversary thereafter until the option is vested in full. See Exhibit A. Each restricted stock unit represents a contingent right to receive one share of MicroStrategy class A common stock. 25 percent of these restricted stock units vest on the first anniversary of the grant date, and an additional 25 percent of the original number of restricted stock units vest on each anniversary thereafter until the restricted stock units are vested in full. Each PSU represents a contingent right to receive shares of MicroStrategy class A common stock of between 0% and 200% of the target number of units, with the percentage determined based on MicroStrategy's relative total shareholder return (TSR) as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (March 21, 2024 to March 20, 2027). Vesting is subject to certification by MicroStrategy's Compensation Committee of the level of achievement of the performance goal and the participant's continued service through that date. The "target" number of PSUs is reported on this Form 4. /s/ Joseph Phillips, Attorney-in-Fact 2024-03-25 EX-99 2 mstr-ex99.htm EX-99 EX-99

 

Exhibit A:

Mr. Shao also directly owns an employee stock option to purchase 1,250 shares of Class A common stock with (i) an exercise price of $151.60 per share and (ii) an expiration date of November 22, 2029. Of the 1,250 shares subject to this option, 1,250 shares vested on November 22, 2023.

Mr. Shao also directly owns an employee stock option to purchase 20,000 shares of Class A common stock with (i) an exercise price of $691.23 per share and (ii) an expiration date of February 23, 2031. Of the 20,000 shares subject to this option, 5,000 shares vested on February 23, 2022, 5,000 shares vested on February 23, 2023, 5,000 shares vested on February 23, 2024, and 5,000 shares are scheduled to vest on February 23, 2025.

Mr. Shao also directly owns an employee stock option to purchase 20,000 shares of Class A common stock with (i) an exercise price of $404.60 per share and (ii) an expiration date of February 17, 2032. Of the 20,000 shares subject to this option, 5,000 shares vested on February 17, 2023, 5,000 shares vested on February 17, 2024, 5,000 shares are scheduled to vest on February 17, 2025, and 5,000 shares are scheduled to vest on February 17, 2026.

Mr. Shao also directly owns an employee stock option to purchase 20,000 shares of Class A common stock with (i) an exercise price of $175.00 per share and (ii) an expiration date of November 10, 2032. Of the 20,000 shares subject to this option, 5,000 shares vested on November 10, 2023, 5,000 shares are scheduled to vest on November 10, 2024, 5,000 shares are scheduled to vest on November 10, 2025, and 5,000 shares are scheduled to vest on November 10, 2026.

Mr. Shao also directly owns restricted stock units with the contingent right to receive 250 shares of Class A common stock. These 250 shares are scheduled to vest on November 13, 2024.

Mr. Shao also directly owns restricted stock units with the contingent right to receive 1,533 shares of Class A common stock. Of these 1,533 shares, 383 shares are scheduled to vest on June 5, 2024, 383 shares are scheduled to vest on June 5, 2025, 383 shares are scheduled to vest on June 5, 2026, and 384 shares are scheduled to vest on June 5, 2027.

Mr. Shao also directly owns 3,065 performance stock units (PSUs) granted on June 5, 2023. Each PSU represents a contingent right to receive shares of Class A common stock of between 0 percent and 200 percent of the target number of units, with the percentage determined based on MicroStrategy's relative total shareholder return (TSR) as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (June 1, 2023 to May 31, 2026). Vesting is subject to certification by MicroStrategy's Compensation Committee of the level of achievement of the performance goal and the participant's continued service through that date. The "target" number of PSUs is reported in this Exhibit A.