Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Le Phong

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER

22182

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY Inc [ MSTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2024

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Class A Common Stock	08/22/2024		M		50,000	A	$15.16	62,670	D
Class A Common Stock	08/22/2024		S		23,420	D	$137.13⁽¹⁾	39,250	D
Class A Common Stock	08/22/2024		S		11,496	D	$138.3⁽²⁾	27,754	D
Class A Common Stock	08/22/2024		S		6,657	D	$139.57⁽³⁾	21,097	D
Class A Common Stock	08/22/2024		S		8,427	D	$140.44⁽⁴⁾	12,670	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$15.16	08/22/2024		M			50,000	⁽⁵⁾	11/22/2029	Class A Common Stock	50,000	$0	351,162⁽⁶⁾	D

Explanation of Responses:

1. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.860 to $137.855, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

2. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.860 to $138.800, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.990 to $139.980, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.990 to $140.850, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

5. The 50,000 shares exercised on August 22, 2024 pursuant to this option vested on November 22, 2022. Of the remaining 351,162 shares subject to this option, 101,162 shares vested on November 22, 2022 and 250,000 shares vested on November 22, 2023.

6. See Exhibit A.

	/s/ Joseph Phillips, Attorney-in-Fact	08/23/2024
	** 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.

Exhibit A

Mr. Le also directly owns an employee stock option to purchase 400,000 shares of Class A common stock with (i) an exercise price of $69.123 per share and (ii) an expiration date of February 23, 2031. Of the 400,000 shares subject to this option, 100,000 shares vested on February 23, 2022, 100,000 shares vested on February 23, 2023, 100,000 shares vested on February 23, 2024, and 100,000 shares are scheduled to vest on February 23, 2025.

Mr. Le also directly owns an employee stock option to purchase 400,000 shares of Class A common stock with (i) an exercise price of $40.46 per share and (ii) an expiration date of February 17, 2032. Of the 400,000 shares subject to this option, 100,000 shares vested on February 17, 2023, 100,000 shares vested on February 17, 2024, 100,000 shares are scheduled to vest on February 17, 2025, and 100,000 shares are scheduled to vest on February 17, 2026.

Mr. Le also directly owns an employee stock option to purchase 600,000 shares of Class A common stock with (i) an exercise price of $23.125 per share and (ii) an expiration date of September 13, 2032. Of the 600,000 shares subject to this option, 150,000 shares vested on September 13, 2023, 150,000 shares are scheduled to vest on September 13, 2024, 150,000 shares are scheduled to vest on September 13, 2025, and 150,000 shares are scheduled to vest on September 13, 2026.

Mr. Le directly owns an employee stock option to purchase 26,730 shares of Class A common stock with (i) an exercise price of $159.929 per share and (ii) an expiration date of March 21, 2034. Of the 26,730 shares subject to this option, 6,680 shares are scheduled to vest on March 21, 2025, 6,680 shares are scheduled to vest on March 21, 2026, 6,680 shares are scheduled to vest on March 21, 2027, and 6,690 shares are scheduled to vest on March 21, 2028.

Mr. Le also directly owns restricted stock units with the contingent right to receive 2,500 shares of Class A common stock. The 2,500 shares are schedule to vest on November 13, 2024.

Mr. Le also directly owns restricted stock units with the contingent right to receive 35,760 shares of Class A common stock. Of these 35,760 shares, 11,920 shares are scheduled to vest on June 5, 2025, 11,920 shares are scheduled to vest on June 5, 2026, and 11,920 shares are scheduled to vest on June 5, 2027.

Mr. Le also directly owns restricted stock units with the contingent right to receive 29,280 shares of Class A common stock. Of these 29,280 shares, 7,320 shares are scheduled to vest on March 21, 2025, 7,320 shares are scheduled to vest on March 21, 2026, 7,320 shares are scheduled to vest on March 21, 2027, and 7,320 shares are scheduled to vest on March 21, 2028.

Mr. Le also directly owns 95,370 performance stock units (PSUs) granted on June 5, 2023. Each PSU represents a contingent right to receive shares of Class A common stock of between 0 percent and 200 percent of the target number of units, with the percentage determined based on MicroStrategy's relative total shareholder return (TSR) as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (June 1, 2023 to May 31, 2026). Vesting is subject to certification by MicroStrategy's Compensation Committee of the level of achievement of the performance goal and the participant's continued service through that date. The "target" number of PSUs is reported in this Exhibit A.

Mr. Le also directly owns 18,630 performance stock units (PSUs) granted on March 21, 2024. Each PSU represents a contingent right to receive shares of Class A common stock of between 0 percent and 200 percent of the target number of units, with the percentage determined based on MicroStrategy's relative total shareholder return (TSR) as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (March 21, 2024 to March 20, 2027). Vesting is subject to certification by MicroStrategy's Compensation Committee of the level of achievement of the performance goal and the participant's continued service through that date. The "target" number of PSUs is reported in this Exhibit A.

Exhibit A

Mr. Le also directly owns restricted stock units with the contingent right to receive 2,500 shares of Class A common stock. The 2,500 shares are schedule to vest on November 13, 2024.