EX-99

0000950170-24-097640.txt : 20240815 0000950170-24-097640.hdr.sgml : 20240815 20240815164323 ACCESSION NUMBER: 0000950170-24-097640 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240813 FILED AS OF DATE: 20240815 DATE AS OF CHANGE: 20240815 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: 241213055 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 2024-08-13 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 2024-08-13 4 M false 12500 15.16 A 18960 D Class A Common Stock 2024-08-13 4 S false 9300 136.28 D 9660 D Class A Common Stock 2024-08-13 4 S false 2500 136.00 D 7160 D Class A Common Stock 2024-08-13 4 S false 700 136.85 D 6460 D Employee Stock Option (Right to buy) 15.16 2024-08-13 4 M false 12500 0 D 2029-11-22 Class A Common Stock 12500 0 D On August 7, 2024, the Issuer effected a 10-for-1 forward stock split. See Exhibit A for additional information. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.78 to $136.75, 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 range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.79 to $136.93, 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 range set forth in this footnote. As a result of the Stock Dividend, effective August 7, 2024, the exercise price of this option decreased from $151.60 per share to $15.16 per share and the number of shares underlying this option increased from 1,250 shares to 12,500 shares. The 12,500 shares exercised on August 13, 2024 pursuant to this option vested on November 22, 2023. See Exhibit A. /s/ Joseph Phillips, Attorney-in-Fact 2024-08-15 EX-99 2 mstr-ex99.htm EX-99 EX-99

Exhibit A:

The 10-for-1 forward stock split was effected by means of (i) a stock dividend of nine (9) shares of class A Common Stock, $0.001 par value per share, of the Issuer (the “Class A Common Stock”) on and in respect of each of the issued and outstanding shares of Class A Common Stock (the “Class A Stock Dividend”) as of August 1, 2024 (the “Record Date”) and (ii) a stock dividend of nine (9) shares of class B Common Stock, $0.001 par value per share, of the Issuer (the “Class B Common Stock”) on and in respect of each of the issued and outstanding shares of Class B Common Stock (the “Class B Stock Dividend” and, together with the Class A Stock Dividend, the “Stock Dividend”) as of the Record Date. The Stock Dividend resulted in proportionate adjustments to the number of shares of Class A Common Stock beneficially owned by the reporting person and issuable under equity awards beneficially owned by the reporting person, including shares underlying outstanding restricted stock units, performance stock units and stock options, and the exercise prices of the stock options beneficially owned by the reporting person. Accordingly, the amounts of Class A Common Stock and option exercise prices reported on this Form 4 have been adjusted to reflect the Stock Dividend unless otherwise noted.

Mr. Shao also directly owns an employee stock option to purchase 200,000 shares of Class A Common Stock with (i) an exercise price of $69.123 per share and (ii) an expiration date of February 23, 2031. Of the 200,000 shares subject to this option, 50,000 shares vested on February 23, 2022, 50,000 shares vested on February 23, 2023, 50,000 shares vested on February 23, 2024, and 50,000 shares are scheduled to vest on February 23, 2025. Prior to the Stock Dividend, the number of shares underlying this option was 20,000 shares of Class A Common Stock and the exercise price was $691.23 per share.

Mr. Shao also directly owns an employee stock option to purchase 200,000 shares of Class A Common Stock with (i) an exercise price of $40.46 per share and (ii) an expiration date of February 17, 2032. Of the 200,000 shares subject to this option, 50,000 shares vested on February 17, 2023, 50,000 shares vested on February 17, 2024, 50,000 shares are scheduled to vest on February 17, 2025, and 50,000 shares are scheduled to vest on February 17, 2026. Prior to the Stock Dividend, the number of shares underlying this option was 20,000 shares of Class A Common Stock and the exercise price was $404.60 per share.

Mr. Shao also directly owns an employee stock option to purchase 200,000 shares of Class A Common Stock with (i) an exercise price of $17.50 per share and (ii) an expiration date of November 10, 2032. Of the 200,000 shares subject to this option, 50,000 shares vested on November 10, 2023, 50,000 shares are scheduled to vest on November 10, 2024, 50,000 shares are scheduled to vest on November 10, 2025, and 50,000 shares are scheduled to vest on November 10, 2026. Prior to the Stock Dividend, the number of shares underlying this option was 20,000 shares of Class A Common Stock and the exercise price was $175.00 per share.

Mr. Shao also directly owns an employee stock option to purchase 5,730 shares of Class A Common Stock with (i) an exercise price of $159.929 per share and (ii) an expiration date of March 21, 2034. Of the 5,730 shares subject to this option, 1,430 shares are scheduled to vest on March 21, 2025, 1,430 shares are scheduled to vest on March 21, 2026, 1,430 shares are scheduled to vest on March 21, 2027, and 1,440 shares are scheduled to vest on March 21, 2028. Prior to the Stock Dividend, the number of shares underlying this option was 573 shares of Class A Common Stock and the exercise price was $1,599.29 per share.

Mr. Shao also directly owns restricted stock units with the contingent right to receive 2,500 shares of Class A Common Stock. These 2,500 shares are scheduled to vest on November 13, 2024. Prior to the Stock Dividend, the number of shares underlying this grant was 250 shares.

Mr. Shao also directly owns restricted stock units with the contingent right to receive 19,970 shares of Class A Common Stock. Of these 19,970 shares, 4,990 shares are scheduled to vest on March 21, 2025, 4,990 shares are scheduled to vest on March 21, 2026, 4,990 shares are scheduled to vest on March 21, 2027, and 5,000 shares are scheduled to vest on March 21, 2028. Prior to the Stock Dividend, the number of shares underlying this grant was 1,997 shares.

Mr. Shao also directly owns restricted stock units with the contingent right to receive 11,500 shares of Class A Common Stock. Of these 11,500 shares, 3,830 shares are scheduled to vest on June 5, 2025, 3,830 shares are scheduled to vest on June 5, 2026, and 3,840 shares are scheduled to vest on June 5, 2027. Prior to the Stock Dividend, the number of shares underlying this grant was 1,150 shares.

Mr. Shao also directly owns 30,650 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. Prior to the Stock Dividend, the number of PSUs constituting this grant was 3,065.

Mr. Shao also directly owns 4,000 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. Prior to the Stock Dividend, the number of PSUs constituting this grant was 400.