MOODYS CORP /DE/ — Director's Dealing 2017

May 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2017-05-17

Reporting Person: MCDANIEL RAYMOND W (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Common Stock	M	61667	$38.07	Acquired	308761	Direct
2017-05-17	Common Stock	S	39562	$113.085	Disposed	269199	Direct
2017-05-17	Common Stock	S	22105	$113.812	Disposed	247094	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-17	Employee Stock Options (right to buy)	$38.07	M	61667	Disposed	2018-02-12	Common Stock (61667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1578	Indirect
Common Stock	2000	Indirect

Footnotes

F1: 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 $112.60 to $113.59. 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 $113.60 to $114.50. 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: As of the last statement dated March 31, 2017.

F5: One fourth of the options vested each year beginning with the date indicated.