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MSCI Inc. Director's Dealing 2011

Feb 9, 2011

30048_dirs_2011-02-09_52fd5a98-5541-4439-91f2-8967162f67fb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2011-02-07

Reporting Person: Retelny Gary (Head of Strategy & Bus. Dev.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-07 Class A Common Stock S 4067 $36.03 Disposed 115845 Direct
2011-02-07 Class A Common Stock M 36026 $18.00 Acquired 151871 Direct
2011-02-07 Class A Common Stock S 36026 $35.96 Disposed 115845 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-07 Option to Purchase Class A Common Stock $18.00 M 36026 Disposed 2017-11-14 Class A Common Stock (36026) Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $36.00 to $36.06. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or security holder of the issuer full information regarding the number of shares and prices at which the each transaction was effected.

F2: 144,105 options to purchase class A common stock were granted to the Reporting Person on November 14, 2007. The options vested 50% and 25% on November 14, 2009 and 2010, respectively. The remaining 25% is scheduled to vest on November 14, 2011.