MOODYS CORP /DE/ — Director's Dealing 2013

Mar 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2013-03-11

Reporting Person: MCKINNELL HENRY A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-11	Phantom Stock Units (Deferred Performance Shares)	$	A	6.658	Acquired		Common Stock (6.658)	Direct

Footnotes

F1: Phantom stock units arising out of the Reporting Person's election to defer receipt of earned performance shares.

F2: The security converts to common stock on a one-for-one basis.

F3: These units are to be settled in stock after the Reporting Person's retirement.