MOODYS CORP /DE/ — Director's Dealing 2016

Sep 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2016-09-06

Reporting Person: Huber Linda (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-06	Common Stock	M	7078	$26.78	Acquired	63637	Direct
2016-09-06	Common Stock	S	7078	$110.021	Disposed	56559	Direct
2016-09-06	Common Stock	M	35100	$30.01	Acquired	91659	Direct
2016-09-06	Common Stock	S	35100	$110.172	Disposed	56559	Direct
2016-09-06	Common Stock	M	30284	$38.61	Acquired	86843	Direct
2016-09-06	Common Stock	S	30284	$110.221	Disposed	56559	Direct
2016-09-06	Common Stock	M	85000	$38.07	Acquired	141559	Direct
2016-09-06	Common Stock	S	85000	$110.075	Disposed	56559	Direct
2016-09-06	Common Stock	M	25133	$25.37	Acquired	81692	Direct
2016-09-06	Common Stock	S	25133	$110.17	Disposed	56559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-06	Employee Stock Option (right to buy)	$26.78	M	7078	Disposed	2020-02-09	Common Stock (7078)	Direct
2016-09-06	Employee Stock Option (right to buy)	$30.01	M	35100	Disposed	2021-02-08	Common Stock (35100)	Direct
2016-09-06	Employee Stock Option (right to buy)	$38.61	M	30284	Disposed	2022-02-13	Common Stock (30284)	Direct
2016-09-06	Employee Stock Option (right to buy)	$38.07	M	85000	Disposed	2018-02-12	Common Stock (85000)	Direct
2016-09-06	Employee Stock Option (right to buy)	$25.37	M	25133	Disposed	2019-02-10	Common Stock (25133)	Direct

Footnotes

F1: Exercise and sale of shares pursuant to Rule 10b5-1 Plan.

F2: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$110.00 to $110.21. 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: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$110.07 to $110.23. 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.

F4: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$110.22 to $110.26. 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.

F5: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from
$110.00 to $110.16. 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.

F6: One fourth of options vest each year beginning with the date indicated.