MSCI Inc. — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2012-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Class A Common Stock	A	90061	—	Acquired	859241	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	500000	Indirect
Class A Common Stock	53541	Indirect
Class A Common Stock	7900	Indirect
Class A Common Stock	3625	Indirect
Class A Common Stock	730	Indirect

Footnotes

F1: Includes (i) 60,041 restricted stock units (RSUs) vesting and converting to shares at a rate of 33 1/3% on the first, second and third anniversaries of the grant date and (ii) 30,020 performance stock units (PSUs) representing the minimum payout related to the grant of 60,041 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 no earlier than January 1 and no later than March 15, 2014 and the second tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2015. Each RSU and PSU represents a contingent right to receive one share of MSCI class A common stock.

F2: Mr. Fernandez is trustee and sole annuitant.