MSCI Inc. — Director's Dealing 2011

Jan 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2011-01-10

Reporting Person: Fernandez Henry A (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-10	Class A Common Stock	F	21306	$38.64	Disposed	886909	Direct
2011-01-11	Class A Common Stock	A	6569	—	Acquired	893478	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	500000	Indirect
Class A Common Stock	53541	Indirect
Class A Common Stock	3000	Indirect
Class A Common Stock	3000	Indirect

Footnotes

F1: Represents shares reacquired by MSCI to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 43,463 restricted stock units (RSUs) granted to the Reporting Person on December 17, 2008.

F2: Includes (i) 5,176 RSUs vesting at a rate of 33 1/3% on the first, second and third anniversaries of the grant date and (ii) 1,393 performance stock units (PSUs) representing the minimum payout related to the grant of 2,787 PSUs subject to time-vesting and performance vesting. The PSUs time-vest at a rate of 50% on each of December 31, 2012 and 2013 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2011 and 2012 fiscal years. The two tranches of PSUs convert no earlier than January 1 and no later than March 15 of 2013 and 2014, respectively. Each RSU and PSU represents a contingent right to receive one share of MSCI class A common stock.

F3: Mr. Fernandez is trustee and sole annuitant.