Statement of Changes in Beneficial Ownership (4)

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 ^* Fernandez Henry A	2. Issuer Name and Ticker or Trading Symbol MSCI Inc. [ MSCI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO
(Last) (First) (Middle) MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH ST.	3. Date of Earliest Transaction (MM/DD/YYYY) 11/22/2019
(Street) NEW YORK, NY 10007 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/22/2019		M		49774	A	$36.70	1717813	D
Common Stock	11/22/2019		S		20773 ⁽¹⁾	D	$256.26 ⁽²⁾	1697040	D
Common Stock	11/22/2019		S		9100 ⁽¹⁾	D	$257.49 ⁽³⁾	1687940	D
Common Stock								314479	I	By Fernandez 2007 Children's Trust
Common Stock								7900	I	By Son
Common Stock								3625	I	By Son
Common Stock								730	I	By Daughter

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase common stock	$36.70	11/22/2019		M			49774	⁽⁴⁾	12/14/2020	Common Stock	49774	$0.00	0	D

Explanation of Responses:
(1)	Reflects a "sale to cover" transaction in connection with the Reporting Person's exercise of stock options to satisfy (i) the payment of the applicable exercise price of the stock options and (ii) the applicable tax withholding requirement arising from the exercise of the stock options.
(2)	This transaction was executed in multiple trades at prices ranging from $256.00 to $256.99. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the issuer or the security holders of the issuer full information regarding the number of shares and prices at which each transaction was effected.
(3)	This transaction was executed in multiple trades at prices ranging from $257.01 to $257.67. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the issuer or the security holders of the issuer full information regarding the number of shares and prices at which each transaction was effected.
(4)	The 49,774 stock options, which represent a tranche of an award of stock options that were granted to the Reporting Person on December 14, 2010, vested and became exercisable on January 12, 2016, based on the satisfaction of both service and price vesting conditions, in accordance with the terms of the applicable option award agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fernandez Henry A MSCI INC. 7 WORLD TRADE CENTER, 250 GREENWICH ST. NEW YORK, NY 10007	X		Chairman and CEO