0000950170-24-100229.txt : 20240823 0000950170-24-100229.hdr.sgml : 20240823 20240823164514 ACCESSION NUMBER: 0000950170-24-100229 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240822 FILED AS OF DATE: 20240823 DATE AS OF CHANGE: 20240823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Le Phong CENTRAL INDEX KEY: 0001651669 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 241236883 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 2024-08-22 0001050446 MICROSTRATEGY Inc MSTR 0001651669 Le Phong C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER VA 22182 true true false false President & CEO false Class A Common Stock 2024-08-22 4 M false 50000 15.16 A 62670 D Class A Common Stock 2024-08-22 4 S false 23420 137.13 D 39250 D Class A Common Stock 2024-08-22 4 S false 11496 138.30 D 27754 D Class A Common Stock 2024-08-22 4 S false 6657 139.57 D 21097 D Class A Common Stock 2024-08-22 4 S false 8427 140.44 D 12670 D Employee Stock Option (Right to buy) 15.16 2024-08-22 4 M false 50000 0 D 2029-11-22 Class A Common Stock 50000 351162 D The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.860 to $137.855, 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 $137.860 to $138.800, 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 $138.990 to $139.980, 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 $139.990 to $140.850, 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 50,000 shares exercised on August 22, 2024 pursuant to this option vested on November 22, 2022. Of the remaining 351,162 shares subject to this option, 101,162 shares vested on November 22, 2022 and 250,000 shares vested on November 22, 2023. See Exhibit A. /s/ Joseph Phillips, Attorney-in-Fact 2024-08-23 EX-99 2 mstr-ex99.htm EX-99 EX-99

 

 

Exhibit A

Mr. Le also directly owns an employee stock option to purchase 400,000 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 400,000 shares subject to this option, 100,000 shares vested on February 23, 2022, 100,000 shares vested on February 23, 2023, 100,000 shares vested on February 23, 2024, and 100,000 shares are scheduled to vest on February 23, 2025.

Mr. Le also directly owns an employee stock option to purchase 400,000 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 400,000 shares subject to this option, 100,000 shares vested on February 17, 2023, 100,000 shares vested on February 17, 2024, 100,000 shares are scheduled to vest on February 17, 2025, and 100,000 shares are scheduled to vest on February 17, 2026.

Mr. Le also directly owns an employee stock option to purchase 600,000 shares of Class A common stock with (i) an exercise price of $23.125 per share and (ii) an expiration date of September 13, 2032. Of the 600,000 shares subject to this option, 150,000 shares vested on September 13, 2023, 150,000 shares are scheduled to vest on September 13, 2024, 150,000 shares are scheduled to vest on September 13, 2025, and 150,000 shares are scheduled to vest on September 13, 2026.

Mr. Le directly owns an employee stock option to purchase 26,730 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 26,730 shares subject to this option, 6,680 shares are scheduled to vest on March 21, 2025, 6,680 shares are scheduled to vest on March 21, 2026, 6,680 shares are scheduled to vest on March 21, 2027, and 6,690 shares are scheduled to vest on March 21, 2028.

Mr. Le also directly owns restricted stock units with the contingent right to receive 2,500 shares of Class A common stock. The 2,500 shares are schedule to vest on November 13, 2024.

Mr. Le also directly owns restricted stock units with the contingent right to receive 35,760 shares of Class A common stock. Of these 35,760 shares, 11,920 shares are scheduled to vest on June 5, 2025, 11,920 shares are scheduled to vest on June 5, 2026, and 11,920 shares are scheduled to vest on June 5, 2027.

 

 

Mr. Le also directly owns restricted stock units with the contingent right to receive 29,280 shares of Class A common stock. Of these 29,280 shares, 7,320 shares are scheduled to vest on March 21, 2025, 7,320 shares are scheduled to vest on March 21, 2026, 7,320 shares are scheduled to vest on March 21, 2027, and 7,320 shares are scheduled to vest on March 21, 2028.

Mr. Le also directly owns 95,370 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. Le also directly owns 18,630 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.