0000950170-24-072480.txt : 20240612 0000950170-24-072480.hdr.sgml : 20240612 20240612162738 ACCESSION NUMBER: 0000950170-24-072480 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240611 FILED AS OF DATE: 20240612 DATE AS OF CHANGE: 20240612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kang Andrew CENTRAL INDEX KEY: 0001825170 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 241038757 MAIL ADDRESS: STREET 1: 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 2024-06-11 0001050446 MICROSTRATEGY Inc MSTR 0001825170 Kang Andrew C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER VA 22182 false true false false SEVP & CFO false Class A Common Stock 2024-06-11 4 M false 1250 A 2123 D Class A Common Stock 2024-06-11 4 F false 561 1540 D 1562 D Restricted Stock Units 2024-06-11 4 M false 1250 0 D Class A Common Stock 1250 2500 D Each restricted stock unit represents a contingent right to receive one share of MicroStrategy class A common stock. The disposition of the shares reported on this form was made to MicroStrategy solely to permit the stockholder to pay MicroStrategy the tax withholding obligation due upon vesting of the restricted stock units on May 18, 2024 and settlement of such restricted stock units on June 11, 2024. The remaining 2,500 restricted stock units will vest in equal annual installments over a two-year period, with 1,250 restricted stock units vesting on May 18, 2025 and 1,250 restricted stock units vesting on May 18, 2026. See Exhibit A. /s/ Joseph Phillips, Attorney-in-Fact 2024-06-12 EX-99 2 mstr-ex99.htm EX-99 EX-99

 

Exhibit A:

Mr. Kang also directly owns an employee stock option to purchase 11,250 shares of Class A common stock with (i) an exercise price of $197.44 per share and (ii) an expiration date of May 18, 2032. Of the 11,250 shares subject to this option, 3,750 shares vested on May 18, 2024, 3,750 shares are scheduled to vest on May 18, 2025, and 3,750 shares are scheduled to vest on May 18, 2026.

Mr. Kang also directly owns an employee stock option to purchase 4,949 shares of Class A common stock with (i) an exercise price of $276.36 per share and (ii) an expiration date of June 5, 2033. Of the 4,949 shares subject to this option, 1,237 shares vested on June 5, 2024, 1,237 shares are scheduled to vest on June 5, 2025, 1,237 shares are scheduled to vest on June 5, 2026, and 1,238 shares are scheduled to vest on June 5, 2027.

 

Mr. Kang also directly owns an employee stock option to purchase 955 shares of Class A common stock with (i) an exercise price of $1,599.29 per share and (ii) an expiration date of March 21, 2034. Of the 955 shares subject to this option, 238 shares are scheduled to vest on March 21, 2025, 239 shares are scheduled to vest on March 21, 2026, 239 shares are scheduled to vest on March 21, 2027, and 239 shares are scheduled to vest on March 21, 2028.

Mr. Kang also directly owns restricted stock units with the contingent right to receive 1,703 shares of Class A common stock. Of these 1,703 shares, 425 shares vested June 5, 2024, 426 shares are scheduled to vest on June 5, 2025, 426 shares are scheduled to vest on June 5, 2026, and 426 shares are scheduled to vest on June 5, 2027.

Mr. Kang also directly owns restricted stock units with the contingent right to receive 2,130 shares of Class A common stock. Of these 2,130 shares, 532 shares are scheduled to vest on March 21, 2025, 532 shares are scheduled to vest on March 21, 2026, 533 shares are scheduled to vest on March 21, 2027, and 533 shares are scheduled to vest on March 21, 2028.

 

Mr. Kang also directly owns 3,406 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.

Mr. Kang also directly owns 666 performance stock units (PSUs) granted on March 21, 2024. 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 (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 in this Exhibit A.

 

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