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MSCI Inc. Director's Dealing 2012

Dec 18, 2012

30048_dirs_2012-12-18_6dfbff3f-b64c-41b4-b834-ddc1dc3b7247.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: 2012-12-14

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-14 Common Stock F 10964 $30.16 Disposed 1017633 Direct
2012-12-17 Common Stock F 15670 $30.88 Disposed 1001963 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 330644 Indirect
Common Stock 53541 Indirect
Common Stock 7900 Indirect
Common Stock 3625 Indirect
Common Stock 730 Indirect

Footnotes

F1: Represents shares reacquired by MSCI to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 20,707 and 1,725 restricted stock units granted to the Reporting Person on December 14, 2010 and January 11, 2011, respectively.

F2: Includes 169,356 shares that were distributed and transferred as an annuity payment from a Grantor Retained Annuity Trust ("GRAT") to the Reporting Person on March 2, 2012, which changed the Reporting Person's beneficial ownership of such shares from indirect to direct ownership.

F3: Represents shares reacquired by MSCI to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 32,063 restricted stock units granted to the Reporting Person on December 15, 2009.

F4: Mr. Fernandez is trustee and sole annuitant.