MICROSOFT CORP — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROSOFT CORP (MSFT)
CIK: 0000789019
Period of Report: 2012-08-31

Reporting Person: BROD FRANK H (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-31	Common Stock	A	22698	—	Acquired	142506	Direct
2012-08-31	Common Stock	A	10000	—	Acquired	152506	Direct
2012-08-31	Common Stock	A	15396	—	Acquired	167902	Direct
2012-08-31	Common Stock	A	18657	—	Acquired	186559	Direct
2012-08-31	Common Stock	F	13304	$30.32	Disposed	154598	Direct
2012-09-04	Common Stock	S	15000	$30.4085	Disposed	139598	Direct

Footnotes

F1: Represents stock award for fiscal year 2012 performance that will vest over 4 years at the rate of 25% starting on August 31, 2012 and then at the rate of 25% on each August 31 thereafter, subject to continued employment.

F2: Represents stock award for fiscal year 2012 performance that will vest over 4 years at the rate of 25% starting on September 30, 2012 and then at the rate of 25% on each August 31 thereafter, subject to continued employment.

F3: Represents stock award for fiscal year 2012 performance that will vest over 5 years at the rate of 20% starting on August 31, 2013, and then at the rate of 20% on each August 31 thereafter, subject to continued employment.

F4: Represents stock award for fiscal year 2013 performance that will vest over 4 years with the initial vest at the rate of 25% on August 31, 2013, and then at the rate of 12.5% every 6 month anniversary thereafter, subject to continued employment.

F5: This transaction was executed in multiple trades at prices ranging from $30.40 to $30.412. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.