Morningstar, Inc. — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Morningstar, Inc. (MORN)
CIK: 0001289419
Period of Report: 2012-11-08

Reporting Person: Cooley Richard Scott (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-08	Common Stock	M	2000	$20.4557	Acquired	40257	Direct
2012-11-08	Common Stock	S	2000	$63.6244	Disposed	38257	Direct
2012-11-09	Common Stock	M	2000	$20.4579	Acquired	40257	Direct
2012-11-09	Common Stock	S	2000	$63.4146	Disposed	38257	Direct
2012-11-12	Common Stock	M	2000	$20.4648	Acquired	40257	Direct
2012-11-12	Common Stock	S	2000	$63.1314	Disposed	38257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-08	Employee Stock Option (Right to Buy)	$20.4557	M	2000	Disposed	2014-12-01	Common Stock (2000)	Direct
2012-11-09	Employee Stock Option (Right to Buy)	$20.4579	M	2000	Disposed	2014-12-01	Common Stock (2000)	Direct
2012-11-12	Employee Stock Option (Right to Buy)	$20.4648	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 8, 2012, the exercise price was $20.4557.

F3: The transaction was executed in multiple trades at prices ranging from $63.39 to $63.88. 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 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 9, 2012, the exercise price was $20.4579.

F5: The transaction was executed in multiple trades at prices ranging from $63.18 to $63.74. 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.

F6: 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 12, 2012, the exercise price was $20.4648.

F7: The transaction was executed in multiple trades at prices ranging from $62.71 to $63.41. 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.

F8: The options become exercisable in four equal installments on May 1, 2005, 2006, 2007 and 2008.