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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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). |
1. Name and Address of Reporting Person*
| C/O MICROSTRATEGY INCORPORATED, 1861 INTERNATIONAL DRIVE | |
(Street)
| 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) | | EVP, Worldwide Services |
| 3. Date of Earliest Transaction (Month/Day/Year)
08/29/2008 | 4. If Amendment, Date of Original Filed (Month/Day/Year)
| 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 | 1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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
| 08/29/2008 | | M | |
1,500
| A | $
20.69
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1,500
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D
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Class A Common Stock
| 08/29/2008 | | S | |
877
| D | $
64
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623
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D
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Class A Common Stock
| 08/29/2008 | | S | |
100
| D | $
64.04
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523
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D
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Class A Common Stock
| 08/29/2008 | | S | |
100
| D | $
64.05
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423
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D
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Class A Common Stock
| 08/29/2008 | | S | |
331
| D | $
64.06
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92
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D
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Class A Common Stock
| 08/29/2008 | | S | |
92
| D | $
64.07
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0
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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) | 1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(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 | |
Employee Stock Option (right to buy)
| $
20.69
| 08/29/2008 | | M | | |
1,500
| | 02/08/2013 |
Class A Common Stock
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1,500
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$
0
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0
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D
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| Explanation of Responses: | |
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| /s/ Adam M. McDonald | 09/03/2008 | | ** Signature of Reporting Person | Date | | 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 Number. |
EX-99
Mr. McDonald also directly owns employee stock options to purchase shares of Class A
Common Stock as follows:
Option to purchase 394 shares with (i) exercise price of $441.25 per share, (ii) vesting as
follows: 78 on 06/30/2001, 79 on 06/30/2002, 79 on 06/30/2003, 79 on 06/30/2004 and
79 on 06/30/2005 and (iii) expiration on 06/09/2010
Option to purchase 5,000 shares with (i) exercise price of $215.00 per share, (ii) vesting
as follows: 999 on 04/01/2001, 1,000 on 10/01/2001, 1,001 on 10/01/2002, 1,000 on
10/01/2003 and 1,000 on 10/01/2004 and (iii) expiration on 10/17/2010
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