Statement of Ownership (sc 13g)
November 06 2015 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MICROSTRATEGY
INCORPORATED
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
594972408
(CUSIP Number)
October 27, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 594972408
|
|
|
|
|
|
|
1 |
|
Names
of Reporting Persons Glenhill Advisors, LLC |
2 |
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
|
5 |
|
Sole Voting Power
433,164 |
|
6 |
|
Shared Voting Power
120,258 |
|
7 |
|
Sole Dispositive Power
553,422 |
|
8 |
|
Shared Dispositive Power
0 |
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
553,422 |
10 |
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
|
Percent of Class Represented by
Amount in Row (9) 5.9% |
12 |
|
Type of Reporting Person (See
Instructions) IA, HC |
CUSIP No. 594972408
|
|
|
|
|
|
|
1 |
|
Names
of Reporting Persons Glenn J. Krevlin |
2 |
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Citizenship or Place of
Organization United States |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
|
5 |
|
Sole Voting Power
433,164 |
|
6 |
|
Shared Voting Power
120,258 |
|
7 |
|
Sole Dispositive Power
553,422 |
|
8 |
|
Shared Dispositive Power
0 |
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
553,422 |
10 |
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
|
Percent of Class Represented by
Amount in Row (9) 5.9% |
12 |
|
Type of Reporting Person (See
Instructions) IN, HC |
CUSIP No. 594972408
|
|
|
|
|
|
|
1 |
|
Names
of Reporting Persons Glenhill Capital Advisors, LLC |
2 |
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
|
5 |
|
Sole Voting Power
0 |
|
6 |
|
Shared Voting Power
553,422 |
|
7 |
|
Sole Dispositive Power
0 |
|
8 |
|
Shared Dispositive Power
553,422 |
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
553,422 |
10 |
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
|
Percent of Class Represented by
Amount in Row (9) 5.9% |
12 |
|
Type of Reporting Person (See
Instructions) IA, HC |
CUSIP No. 594972408
|
|
|
|
|
|
|
1 |
|
Names
of Reporting Persons Glenhill Capital Management, LLC |
2 |
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ¨ (b) x |
3 |
|
SEC Use Only
|
4 |
|
Citizenship or Place of
Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
|
5 |
|
Sole Voting Power
0 |
|
6 |
|
Shared Voting Power
433,164 |
|
7 |
|
Sole Dispositive Power
0 |
|
8 |
|
Shared Dispositive Power
433,164 |
9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
433,164 |
10 |
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) ¨ |
11 |
|
Percent of Class Represented by
Amount in Row (9) 4.6% |
12 |
|
Type of Reporting Person (See
Instructions) IA, HC |
Item 1(a). |
Name of Issuer: |
MicroStrategy Incorporated
Item 1(b). |
Address of Issuers Principal Executive Offices: |
1850 Towers Crescent Plaza
Tysons Corner, VA 22182
Item 2(a). |
Name of Person Filing: |
Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital
Advisors, LLC and Glenhill Capital Management, LLC.
Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors,
LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP and Glenhill Long Fund, LP,
each a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital
Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general partner of Glenhill Long Fund, LP.
Glenhill Capital Advisors, LLC is also the investment manager for certain third party accounts for which shares of the Issuer are held and
managed by one or more of the Reporting Persons for the benefit of such third parties. Such Reporting Persons have dispositive power and share certain voting power with respect to such shares, and receive management fees and performance-related fees
in connection therewith. As of the date of this filing, there are 120,258 shares of Class A Common Stock of the Issuer held in such third party managed accounts, and the securities reported on the attached cover page(s) include such shares.
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
600 Fifth Avenue, 11th
Floor
New York, NY 10020
See the response(s) to Item 4 on the attached cover page(s).
Item 2(d). |
Title of Class of Securities: |
Class A Common Stock
594972408
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1:
|
(a) |
Amount Beneficially owned: |
See the response(s) to Item 9 on the attached cover page(s).
See the response(s) to Item 11 on the attached cover page(s), which
was determined by dividing the number of shares beneficially held by the Reporting Person by 9,329,603, the number of shares of Class A Common Stock issued and outstanding as reported in the Issuers Form 10-Q filed with the Securities and
Exchange Commission on October 29, 2015.
|
(c) |
Number of shares as to which the person has: |
|
(i) |
Sole power to vote or to direct the vote: |
See the response(s) to Item 5 on the attached
cover page(s).
|
(ii) |
Shared power to vote or to direct the vote: |
See the response(s) to Item 6 on the
attached cover page(s).
|
(iii) |
Sole power to dispose or to direct the disposition of: |
See the response(s) to Item 7 on
the attached cover page(s).
|
(iv) |
Shared power to dispose or to direct the disposition of: |
See the response(s) to Item 8
on the attached cover page(s).
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not Applicable.
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. |
Notice of Dissolution of Group. |
Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: November 6, 2015
|
|
|
GLENHILL ADVISORS, LLC |
|
|
By: |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
Title: |
|
Managing Member |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
|
GLENHILL CAPITAL ADVISORS, LLC |
|
|
By: |
|
KREVLIN MANAGEMENT, INC. |
|
|
Managing Member |
|
|
By: |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
Title: |
|
President |
|
GLENHILL CAPITAL MANAGEMENT, LLC |
|
|
By: |
|
GLENHILL ADVISORS, LLC |
|
|
Managing Member |
|
|
By: |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
Title: |
|
Managing Member |
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description of Exhibit |
|
|
99.1 |
|
Joint Filing Agreement, dated November 6, 2015 |
Exhibit 99.1
Joint Filing Agreement
In accordance
with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them (and their affiliates) of a statement on Schedule 13G (including amendments thereto)
with respect to the Class A Common Stock of MicroStrategy Incorporated and that this agreement be included as an Exhibit to such joint filing. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this
Joint Filing Agreement to file on its (and its affiliates) behalf any and all amendments to such Statement on Schedule 13G. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Joint Filing Agreement as of this 6th day of November 2015.
|
|
|
GLENHILL ADVISORS, LLC |
|
|
By: |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
Title: |
|
Managing Member |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
|
GLENHILL CAPITAL ADVISORS, LLC |
|
|
By: |
|
KREVLIN MANAGEMENT, INC. |
|
|
Managing Member |
|
|
By: |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
Title: |
|
President |
|
GLENHILL CAPITAL MANAGEMENT, LLC |
|
|
By: |
|
GLENHILL ADVISORS, LLC |
|
|
Managing Member |
|
|
By: |
|
/s/ GLENN J. KREVLIN |
|
|
Name: |
|
Glenn J. Krevlin |
Title: |
|
Managing Member |
MicroStrategy (NASDAQ:MSTR)
Historical Stock Chart
From Apr 2024 to May 2024
MicroStrategy (NASDAQ:MSTR)
Historical Stock Chart
From May 2023 to May 2024