MSFT Microsoft Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Nadella Satya	2. Issuer Name and Ticker or Trading Symbol MICROSOFT CORP [ MSFT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O MICROSOFT CORPORATION, ONE MICROSOFT WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 2/29/2020
(Street) REDMOND, WA 98052-5399 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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								1349105	D
Common Stock								104500	I	By family LLC
Common Stock	2/29/2020		G	V	104500 (1)	D	$0	0	I	By family LLC
Common Stock	2/29/2020		G	V	52250	A	$0	52250 (2)	I	By GST
Common Stock	2/29/2020		G	V	52250	A	$0	52250 (2)	I	By GST
Common Stock	5/4/2020		G	V	11337	D	$0	1337768	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	On February 29, 2020, interests in a family LLC were gifted to each of two generation-skipping trusts established for the benefit of Mr. Nadella's children. As a result, each trust beneficially owns 52,250 shares of Microsoft common stock held in the family LLC.
(2)	The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nadella Satya C/O MICROSOFT CORPORATION ONE MICROSOFT WAY REDMOND, WA 98052-5399	X		Chief Executive Officer

Signatures
Ann Habernigg, Attorney-in-Fact for Satya Nadella		6/8/2020
**Signature of Reporting Person		Date