Morningstar, Inc. — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Morningstar, Inc. (MORN)
CIK: 0001289419
Period of Report: 2012-11-13

Reporting Person: Cooley Richard Scott (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-13	Common Stock	M	2000	$20.4671	Acquired	40257	Direct
2012-11-13	Common Stock	S	2000	$62.6262	Disposed	38257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-13	Employee Stock Option (Right to Buy)	$20.4671	M	2000	Disposed	2014-12-01	Common Stock (2000)	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 July 31, 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 ($14.70). On November 13, 2012, the exercise price was $20.4671.

F3: The transaction was executed in multiple trades at prices ranging from $62.34 to $62.92. 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 four equal installments on May 1, 2005, 2006, 2007 and 2008.