Morningstar, Inc. — Director's Dealing 2012

Nov 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Morningstar, Inc. (MORN)
CIK: 0001289419
Period of Report: 2012-11-06

Reporting Person: FRANCIS CHERYL A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-06	Common Stock	M	400	$25.1899	Acquired	14730	Direct
2012-11-06	Common Stock	S	400	$63.9976	Disposed	14330	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-06	Employee Stock Option (Right to Buy)	$25.1899	M	400	Disposed	2015-05-02	Common Stock (400)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 1, 2012.

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 ($18.50). On November 6, 2012, the exercise price was $25.1899.

F3: The transaction was executed in multiple trades at prices ranging from $63.09 to $63.43. The price reported above 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.

F4: The options become exercisable in three equal installments on May 5, 2006, 20007, and 2008.