FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY INC [ MSTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/23/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 11/23/2009 | M | 1,500 | A | $4.7 | 1,500 | D | |||
Class A Common Stock | 11/23/2009 | M | 1,500 | A | $20.69 | 3,000 | D | |||
Class A Common Stock | 11/23/2009 | S | 2,000 | D | $91 | 1,000(1) | D | |||
Class A Common Stock | 11/23/2009 | S | 1,000 | D | $90.11 | 0 | D | |||
Class A Common Stock | 11/24/2009 | M | 100 | A | $4.7 | 100 | D | |||
Class A Common Stock | 11/24/2009 | M | 100 | A | $20.69 | 200 | D | |||
Class A Common Stock | 11/24/2009 | S | 200 | D | $90.5 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $4.7 | 11/23/2009 | M | 1,500 | (2) | 07/26/2012 | Class A Common Stock | 1,500 | $0 | 37,022 | D | ||||
Employee Stock Option (right to buy) | $20.69 | 11/23/2009 | M | 1,500 | (3) | 02/08/2013 | Class A Common Stock | 1,500 | $0 | 37,285 | D | ||||
Employee Stock Option (right to buy) | $4.7 | 11/24/2009 | M | 100 | (4) | 07/26/2012 | Class A Common Stock | 100 | $0 | 36,922 | D | ||||
Employee Stock Option (right to buy) | $20.69 | 11/24/2009 | M | 100 | (5) | 02/08/2013 | Class A Common Stock | 100 | $0 | 37,185(6) | D |
Explanation of Responses: |
1. Separate open market sale transactions that were executed on the same day at the same price have been reported on an aggregate basis on a single line in Table I. The order in which sale transactions are set forth in Table I is not necessarily reflective of the sequence in which the sale transactions occurred in fact. |
2. The 1,500 shares exercised on 11/23/2009 pursuant to this stock option vested on 07/26/2004. Of the remaining 37,022 shares subject to the stock option, 2,022 shares vested on 07/26/2004; 17,500 shares vested on 07/26/2005; and 17,500 shares vested on 07/26/2006. |
3. The 1,500 shares exercised on 11/23/2009 pursuant to this stock option vested on 02/08/2005. Of the remaining 37,285 shares subject to the stock option, 7,285 shares vested on 02/08/2005; 10,000 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008. |
4. The 100 shares exercised on 11/24/2009 pursuant to this stock option vested on 07/26/2004. Of the remaining 36,922 shares subject to the stock option, 1,922 shares vested on 07/26/2004; 17,500 shares vested on 07/26/2005; and 17,500 shares vested on 07/26/2006. |
5. The 100 shares exercised on 11/24/2009 pursuant to this stock option vested on 02/08/2005. Of the remaining 37,185 shares subject to the stock option, 7,185 shares vested on 02/08/2005; 10,000 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008. |
6. See Exhibit A. |
Remarks: |
/s/ W. Ming Shao, Attorney-in-Fact | 11/25/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |