Morningstar, Inc. — Director's Dealing 2012

Nov 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Morningstar, Inc. (MORN)
CIK: 0001289419
Period of Report: 2012-10-31

Reporting Person: Robbins Richard E (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	1100	$43.0775	Acquired	28608	Direct
2012-10-31	Common Stock	S	1100	$62.711	Disposed	27508	Direct
2012-10-31	Common Stock	S	1571	$62.6803	Disposed	25937	Direct
2012-10-31	Common Stock (Restricted Stock Units)	A	21	—	Acquired	25958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Employee Stock Option (Right to Buy)	$43.0775	M	1100	Disposed	2015-09-30	Common Stock (1100)	Direct

Footnotes

F1: 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 ($31.90). On October 31, 2012, the exercise price was $43.0775.

F2: 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.

F3: The transaction was executed in multiple trades at prices ranging from $62.45 to $63.10. 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 transaction was executed in multiple trades at prices ranging from $62.35 to $63.08. 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.

F5: The options became exercisable in four equal installments on September 30, 2006, 2007, 2008 and 2009.

F6: Includes 21.6915 restricted stock units acquired on October 31, 2012 pursuant to a dividend reinvestment feature of the Morningstar, Inc. 2011 Stock Incentive Plan.