MOODYS CORP /DE/ — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2012-03-12

Reporting Person: MCKINNELL HENRY A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	Common Stock	A	142	$38.92	Acquired	104085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Phantom Stock Units (Deferred Performance Shares)	$	A	6.72	Acquired		Common Stock (6.72)	Direct

Footnotes

F1: Restricted Stock deferred dividend reinvestment accrual.

F2: Phantom stock units arising out of the Reporting Person's election to defer receipt of earned performance shares.

F3: The security converts to common stock on a one-for-one basis.

F4: These units are to be settled in stock after the Reporting Person's retirement.