Morningstar, Inc. — Director's Dealing 2011

Sep 20, 2011

SEC Form 4/A — Form 4/A

Issuer: Morningstar, Inc. (MORN)
CIK: 0001289419
Period of Report: 2011-08-31

Reporting Person: Phillips Donald James II (Director, President, Fund Research)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-31	Common Stock	M	1611	$19.47	Acquired	271602	Direct
2011-08-31	Common Stock	S	1611	$60.033	Disposed	269991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-31	Employee Stock Option (Right to Buy)	$19.47	M	1611	Disposed	2014-12-01	Common Stock (1611)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70738	Indirect

Footnotes

F1: This amendment is being filed to report the exercise of a stock option that was omitted from the original Form 4.

F2: The exercise price increases over the term of the option at a rate equal to the 10-year Treasury bond yield as of the date of grant ($14.70). On August 31, 2011, the exercise price was $19.47.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2011.

F4: The transaction was executed in multiple trades at prices ranging from $60.00 to $60.10. The price reported aboved reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.

F5: The options became exercisable in 4 equal installments on May 1, 2005, 2006, 2007, and 2008.