Morningstar, Inc. — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FRANCIS CHERYL A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	500	$25.1729	Acquired	14825	Direct
2012-10-31	Common Stock	S	500	$62.48	Disposed	14325	Direct
2012-10-31	Common Stock (Restricted Stock Units)	A	5	—	Acquired	14330	Direct
2012-11-01	Common Stock	M	500	$25.1758	Acquired	14830	Direct
2012-11-01	Common Stock	S	500	$62.888	Disposed	14330	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-31	Employee Stock Option (Right to Buy)	$25.1729	M	500	Disposed	2015-05-02	Common Stock (500)	Direct
2012-11-01	Employee Stock Option (Right to Buy)	$25.1758	M	500	Disposed	2015-05-02	Common Stock (500)	Direct

Footnotes

F1: The options become exercisable in three equal installments on May 5, 2006, 20007, and 2008.

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 October 31, 2012, the exercise price was $25.1729.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 21, 2012.

F4: The transaction was executed in multiple trades at prices ranging from $62.41 to $62.61. 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: Includes 5.4403 restricted stock units acquired on October 31, 2012 pursuant to a dividend reinvestment feature of the Morningstar, Inc. 2011 Stock Incentive Plan.

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 ($18.50). On November 1, 2012, the exercise price was $25.1758.

F7: The transaction was executed in multiple trades at prices ranging from $62.88 to $62.89. 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.