Morningstar, Inc. — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Morningstar, Inc. (MORN)
CIK: 0001289419
Period of Report: 2012-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock	M	3662	$24.4248	Acquired	265356	Direct
2012-02-06	Common Stock	S	3662	$60.5445	Disposed	261694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Employee Stock Option (Right to Buy)	$24.4248	M	3662	Disposed	2015-05-02	Common Stock (3662)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70738	Indirect

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 March 11, 2011.

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 February 6, 2012, the exercise price was $24.4248.

F3: The transaction was executed in multiple trades at prices ranging from $60.14 to $60.72. 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 became exercisable in 4 equal installments on May 2, 2006, 2007, 2008, and 2009.