MSCI Inc. — Director's Dealing 2012

Apr 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2012-04-10

Reporting Person: OBSTLER DAVID M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-10	Class A Common Stock	M	10000	$6.62	Acquired	43695	Direct
2012-04-10	Class A Common Stock	S	10000	$36.41	Disposed	33695	Direct
2012-04-12	Class A Common Stock	M	5000	$6.62	Acquired	38695	Direct
2012-04-12	Class A Common Stock	S	5000	$36.00	Disposed	33695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-10	Option to purchase Class A Common Stock	$6.62	M	10000	Disposed	2015-01-28	Class A Common Stock (10000)	Direct
2012-04-12	Option to purchase Class A Common Stock	$6.62	M	5000	Disposed	2015-01-28	Class A Common Stock (5000)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $36.17 to $36.60. 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 the security holders of the issuer full information regarding the number of shares and prices at which each transaction was effected.

F3: The options vested in four approximately equal installments on January 28, 2006, 2007, 2008 and 2009.

F4: Following the transaction reported on this Form 4, the Reporting Person holds 253,887 vested options and 5,445 unvested options to acquire MSCI class A common stock. Please see the Form 4 filed by the Reporting Person on June 3, 2010 and the ownership amounts reported therein, as amended by subsequent Form 4 filings, for additional information on all classes of derivative securities beneficially owned by the Reporting Person.