MOODYS CORP /DE/ — Director's Dealing 2014

Aug 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2014-08-13

Reporting Person: Fauber Robert (SVP-Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-13	Common Stock	M	2640	$26.78	Acquired	26846	Direct
2014-08-13	Common Stock	S	2640	$89.849	Disposed	24206	Direct
2014-08-13	Common Stock	M	3092	$30.01	Acquired	27298	Direct
2014-08-13	Common Stock	S	3092	$89.815	Disposed	24206	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-13	Employee stock option (right to buy)	$26.78	M	2640	Disposed	2020-02-09	Common Stock (2640)	Direct
2014-08-13	Employee stock option (right to buy)	$30.01	M	3092	Disposed	2021-02-08	Common Stock (3092)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $89.80 to $89.92. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $89.74 to $89.91. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: One fourth of options vest each year beginning with the date indicated.