MOODYS CORP /DE/ — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2016-08-08

Reporting Person: GOGGINS JOHN J (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common Stock	M	24250	$72.715	Acquired	75291	Direct
2016-08-08	Common Stock	S	24250	$104.533	Disposed	51041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-08	Employee Stock Option (right to buy)	$72.715	M	24250	Disposed	2017-02-12	Common Stock (24250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1566	Indirect

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
$104.34 to $105.11. 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: As of the last statement dated June 30, 2016.

F4: One fourth of the options vested each year beginning with the date indicated.