- Annual Statement of Changes in Beneficial Ownership (5)
February 16 2010 - 1:19PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Desmond Bevin
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2. Issuer Name
and
Ticker or Trading Symbol
Morningstar, Inc. [MORN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, Int'l Business
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(Last)
(First)
(Middle)
C/O MORNINGSTAR, INC., 22 WEST WASHINGTON STREET
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2009
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(Street)
CHICAGO, IL 60602
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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3/15/2009
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F4
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44
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D
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$31.94
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43116
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I
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By spouse
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Common Stock
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5/15/2009
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F4
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133
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D
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$38.52
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42983
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I
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By spouse
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Common Stock
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6/3/2009
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M4
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1296
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A
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$10.98
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44279
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I
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By spouse
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Common Stock
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6/3/2009
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S4
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1296
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D
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$41.1824
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42983
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I
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By spouse
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Common Stock
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11/15/2009
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F4
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10
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D
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$49.38
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42973
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I
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By spouse
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Common Stock
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12/30/2009
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S4
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5000
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D
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$48.1315
(12)
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37973
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I
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By spouse
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Common Stock
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37973
(11)
(13)
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I
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By spouse
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Common Stock
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35569
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D
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$10.98
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6/3/2009
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M4
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1296
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(10)
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6/30/2009
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Common Stock
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1296
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$0
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0
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I
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By spouse
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Employee Stock Option (Right to Buy)
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$14.13
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(1)
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5/1/2010
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Common Stock
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13500
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13500
(9)
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I
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By spouse
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Employee Stock Option (Right to Buy)
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$14.13
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(2)
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5/1/2011
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Common Stock
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4300
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4300
(9)
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I
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By spouse
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Employee Stock Option (Right to Buy)
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$10.95
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(3)
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5/1/2012
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Common Stock
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5993
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5993
(9)
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I
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By spouse
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Employee Stock Option (Right to Buy)
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$8.57
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(4)
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5/1/2012
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Common Stock
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5000
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5000
(9)
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I
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By spouse
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Employee Stock Option (Right to Buy)
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$14.70
(5)
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(6)
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12/12/2014
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Common Stock
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10000
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10000
(9)
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I
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By spouse
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Employee Stock Option (Right to Buy)
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$18.50
(7)
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(8)
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5/2/2015
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Common Stock
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7500
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7500
(9)
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I
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By spouse
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Explanation of Responses:
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(
1)
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The options became exercisable in four equal installments on May 1, 2001, 2002, 2003, and 2004.
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(
2)
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The options became exercisable in four equal installments on May 1, 2002, 2003, 2004, and 2005.
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(
3)
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The options became exercisable in four equal installments on May 1, 2003, 2004, 2005, and 2006.
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(
4)
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The options became exercisable in four equal installments on May 1, 2004, 2005, 2006, and 2007.
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(
5)
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The exercise price is determined by the daily indexing of the fair market value of the shares on the grant date ($14.70) against the 10-Year U.S. Treasury Bond Rate on December 1, 2004, compounded annually. Therefore the exercise price is subject to change throughout the life of the option. On February 16, 2010, the exercise price was $18.2631.
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(
6)
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The options became exercisable in four equal installments on December 1, 2005, 2006, 2007, and 2008.
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(
7)
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The exercise price is determined by the daily indexing of the fair market value of the shares on the grant date ($18.50) against the 10-Year U.S. Treasury Bond Rate on May 2, 2005, compounded annually. Therefore the exercise price is subject to change throughout the life of the option. On February 16, 2010, the exercise price was $22.5268.
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(
8)
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The options became exercisable in four equal installments on May 2, 2006, 2007, 2008, and 2009.
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(
9)
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The reporting person acquired beneficial ownership of these stock options upon her marriage to the holder of the stock options on February 28, 2009.
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(
10)
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The options became exercisable in four equal installments on June 30, 2000, 2001, 2002, and 2003.
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(
11)
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Includes 1,887 shares of Morningstar, Inc. common stock represented by restricted stock units.
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(
12)
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This transaction was executed in multiple trades at prices ranging from $48.0396 to $48.222. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
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(
13)
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The reporting person acquired beneficial ownership of these shares of Morningstar, Inc. common stock upon her marriage to the owner of the shares on February 28, 2009.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Desmond Bevin
C/O MORNINGSTAR, INC.
22 WEST WASHINGTON STREET
CHICAGO, IL 60602
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President, Int'l Business
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Signatures
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/s/ Heidi Miller, by power of attorney
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2/16/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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