MOODYS CORP /DE/ — Director's Dealing 2015

May 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2015-05-07

Reporting Person: Westlake Lisa (SVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-07	Common Stock	M	4495	$30.01	Acquired	42110	Direct
2015-05-07	Common Stock	S	4495	$106.879	Disposed	37615	Direct
2015-05-07	Common Stock	M	8000	$63.09	Acquired	45615	Direct
2015-05-07	Common Stock	S	8000	$106.899	Disposed	37615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-07	Employee Stock Option (right to buy)	$30.01	M	4495	Disposed	2021-02-08	Common Stock (4495)	Direct
2015-05-07	Employee Stock Option (right to buy)	$63.09	M	8000	Disposed	2016-02-08	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31	Indirect

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 $106.80 to $106.94. 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: As of the last statement dated March 31, 2015.

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