MOODYS CORP /DE/ — Director's Dealing 2016

Aug 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2016-08-11

Reporting Person: Worrall Blair (SVP-Ratings Delivery and Data)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-11	Common Stock	M	2230	$38.07	Acquired	13062	Direct
2016-08-11	Common Stock	S	2230	$105.00	Disposed	10832	Direct
2016-08-12	Common Stock	M	6454	$26.78	Acquired	17286	Direct
2016-08-12	Common Stock	S	6454	$102.991	Disposed	10832	Direct
2016-08-12	Common Stock	M	2370	$38.07	Acquired	13202	Direct
2016-08-12	Common Stock	S	2370	$102.982	Disposed	10832	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-11	Employee Stock Options (right to buy)	$38.07	M	2230	Disposed	2018-02-12	Common Stock (2230)	Direct
2016-08-12	Employee Stock Options (right to buy)	$26.78	M	6454	Disposed	2020-02-09	Common Stock (6454)	Direct
2016-08-12	Employee Stock Options (right to buy)	$38.07	M	2370	Disposed	2018-02-12	Common Stock (2370)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	624	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
$102.99 to $103.00. 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
$102.98 to $102.99. 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 last statement dated June 30, 2016.

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