Statement of Changes in Beneficial Ownership (4)
November 16 2022 - 04:07PM
Edgar (US Regulatory)
|
FORM 4
[ ] 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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Montgomery
Jeanine |
2. Issuer Name and Ticker or Trading
Symbol MICROSTRATEGY Inc [ MSTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
SVP & CAO |
|
(Last)
(First)
(Middle)
C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT
PLAZA |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/15/2022
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|
(Street)
TYSONS CORNER, VA 22182
(City)
(State)
(Zip)
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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 |
|
Class A Common Stock |
11/15/2022 |
|
M |
|
10 |
A |
(1) |
265 |
D |
|
|
Class A Common Stock |
11/15/2022 |
|
F(2) |
|
4 |
D |
$171.53 |
261 |
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 |
|
Restricted Stock Units |
(1) |
11/15/2022 |
|
M |
|
|
10 |
(3) |
(3) |
Class A Common Stock |
10 |
$0.00 |
30 (4) |
D |
|
| Explanation of
Responses: |
| (1) |
Each restricted stock unit
represents a contingent right to receive one share of MicroStrategy
class A common stock. |
| (2) |
The disposition of the
shares reported on this form was made to MicroStrategy solely to
permit the stockholder to pay MicroStrategy the tax withholding
obligation due upon vesting of the restricted stock
units. |
| (3) |
The remaining 30 restricted
stock units will vest in equal annual installments over a
three-year period, with 10 restricted stock units vesting on
November 15, 2023, 10 restricted stock units vesting on November
15, 2024, and 10 restricted stock units vesting on November 15,
2025. |
| (4) |
See Exhibit A. |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Montgomery Jeanine
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA
TYSONS CORNER, VA 22182 |
|
|
SVP & CAO |
|
Signatures
|
|
/s/ Joseph Phillips,
Attorney-in-Fact |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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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 control number. |
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