Statement of Changes in Beneficial Ownership (4)
February 09 2021 - 4:04PM
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).
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
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1. Name and Address of Reporting Person
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Gutowski Robert J. |
2. Issuer Name and Ticker or Trading Symbol
MSCI Inc.
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MSCI
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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) General Counsel |
(Last)
(First)
(Middle)
MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/5/2021 |
(Street)
NEW YORK, NY 10007
(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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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/5/2021 | | A | | 3939 (1) | A | $0.00 | 17490 | D | |
Common Stock | 2/5/2021 | | F | | 1746 (2) | D | $429.81 | 15744 | D | |
Common Stock | 2/6/2021 | | F | | 166 (3) | D | $429.81 | 15578 | D | |
Common Stock | 2/6/2021 | | F | | 67 (4) | D | $429.81 | 15511 | D | |
Common Stock | 2/7/2021 | | F | | 167 (5) | D | $429.81 | 15344 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Represents the number of shares of common stock issued following the vesting and conversion of performance stock units ("PSUs") granted to the reporting person on February 6, 2018, upon certification by the Compensation & Talent Management Committee on February 5, 2021 of the achievement of the performance metric for the performance period from February 6, 2018 to February 4, 2021. |
(2) | Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 3,939 PSUs granted on February 6, 2018 (includes the performance adjustment as described above). |
(3) | Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of the third tranche of 337 restricted stock units granted on February 6, 2018. |
(4) | Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of the first tranche of 136 restricted stock units granted on February 6, 2020. |
(5) | Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of the second tranche of 339 restricted stock units granted on February 7, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gutowski Robert J. MSCI INC. 7 WORLD TRADE CENTER, 250 GREENWICH ST. NEW YORK, NY 10007 |
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| General Counsel |
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Signatures
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/s/ Cecilia Aza, attorney-in-fact | | 2/9/2021 |
**Signature of Reporting Person | Date |
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