SEC Form 4
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*
MURRAY CHESTER V

(Last) (First) (Middle)
99 CHURCH STREET

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOODYS CORP /DE/ [ MCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
EVP-Moody's Investors Service
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 02/24/2005 M 9,328 A $21.4718 36,538 D
Common Stock 02/24/2005 M 11,010 A $25.7728 47,548 D
Common Stock 02/24/2005 M 12,420 A $18.0762 59,968 D
Common Stock 02/24/2005 M 6,036 A $19.0413 66,004 D
Common Stock 02/24/2005 M 13,610 A $21.9833 79,614 D
Common Stock 02/24/2005 S 5,800 D $83.18 73,814 D
Common Stock 02/24/2005 S 600 D $83.5 73,214 D
Common Stock 02/24/2005 S 400 D $83.49 72,814 D
Common Stock 02/24/2005 S 100 D $83.48 72,714 D
Common Stock 02/24/2005 S 100 D $83.47 72,614 D
Common Stock 02/24/2005 S 300 D $83.44 72,314 D
Common Stock 02/24/2005 S 2,000 D $83.38 70,314 D
Common Stock 02/24/2005 S 800 D $83.37 69,514 D
Common Stock 02/24/2005 S 700 D $83.36 68,814 D
Common Stock 02/24/2005 S 200 D $83.34 68,614 D
Common Stock 02/24/2005 S 1,600 D $83.32 67,014 D
Common Stock 02/24/2005 S 700 D $83.31 66,314 D
Common Stock 02/24/2005 S 2,500 D $83.3 63,814 D
Common Stock 02/24/2005 S 200 D $83.28 63,614 D
Common Stock 02/24/2005 S 400 D $83.27 63,214 D
Common Stock 02/24/2005 S 100 D $83.25 63,114 D
Common Stock 02/24/2005 S 200 D $83.24 62,914 D
Common Stock 02/24/2005 S 100 D $83.23 62,814 D
Common Stock 02/24/2005 S 2,000 D $83.22 60,814 D
Common Stock 02/24/2005 S 6,700 D $83.2 54,114 D
Common Stock 02/24/2005 S 900 D $83.19 53,214 D
Common Stock 02/24/2005 S 300 D $83.17 52,914 D
Common Stock 02/24/2005 S 400 D $83.16 52,514 D
Common Stock 02/24/2005 S 1,900 D $83.57 50,614 D
Common Stock 02/24/2005 S 200 D $83.5 50,414 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $21.4718 02/24/2005 M 9,328 12/22/1998(1) 12/22/2007 Common Stock 9,328 $0.00 0 D
Employee Stock Option (right to buy) $25.7728 02/24/2005 M 11,010 07/01/1999(1) 07/01/2008 Common Stock 11,010 $0.00 0 D
Employee Stock Option (right to buy) $18.0762 02/24/2005 M 12,420 09/01/1999(1) 09/01/2008 Common Stock 12,420 $0.00 0 D
Employee Stock Option (right to buy) $19.0413 02/24/2005 M 6,036 09/16/1999(1) 09/16/2008 Common Stock 6,036 $0.00 0 D
Employee Stock Option (right to buy) $21.9833 02/24/2005 M 13,610 12/21/2000(1) 12/21/2009 Common Stock 13,610 $0.00 0 D
Explanation of Responses:
1. One fourth of the options vested each year beginning with the date indicated.
Remarks:
Form 1 of 3 Form 4s filed on 02/28/2005 reporting transactions on 02/24/2005.
John J. Goggins, by power of attorney for Chester V. Murray 02/28/2005
** 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.
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