MSCI Inc. — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2014-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	A	18156	—	Acquired	860426	Direct
2014-02-10	Common Stock	F	13307	$40.68	Disposed	847119	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect
Common Stock	171349	Indirect
Common Stock	213541	Indirect
Common Stock	7900	Indirect
Common Stock	3625	Indirect
Common Stock	730	Indirect

Footnotes

F1: Stock units vesting on December 31, 2014. Each stock unit represents a contingent right to receive one share of MSCI Inc. common stock.

F2: Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 24,088 performance stock units, upon certification by the Compensation Committee of the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years.

F3: Amount excludes charitable gifts to educational institutions on behalf of the Reporting Person effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2013. The gifts consist of 11,250, 5,000 and 5,000 shares transferred on May 31, 2013, August 31, 2013 and December 2, 2013, respectively.

F4: The Reporting Person is trustee and sole annuitant.