MSCI Inc. — Director's Dealing 2012

Nov 13, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2012-11-05

Reporting Person: Zangari Peter J. (Head Portfolio Mgmt Analytics)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22680	Direct

Footnotes

F1: Includes (i) 9,466 shares of common stock, (ii) 6,063 restricted stock units (RSUs) vesting and converting to shares of common stock at rates of approximately 76% and 24% on December 15, 2012 and 2013, respectively, (iii) 4,767 RSUs vesting and converting to shares of common stock at a rate of 33 1/3% on the first, second and third anniversaries of February 2, 2012 and (iv) 2,384 performance stock units (PSUs) representing the minimum payout related to the grant of 4,767 PSUs subject to time- and performance-vesting. The PSUs time-vest at a rate of 50% on each of December 31, 2013 and 2014 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years. The first tranche of PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2014 and the second tranche of PSUs generally converts to shares of common stock no earlier than January 1[cont FN2]

F2: [cont from FN1] and no later than March 15, 2015. Each RSU and PSU represents a contingent right to receive one share of common stock.