MSCI Inc. — Director's Dealing 2015

Jan 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2015-01-27

Reporting Person: Pettit CD Baer (Head of Index)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-27	Common Stock	A	9692	—	Acquired	163917	Direct
2015-01-27	Common Stock	A	32994	—	Acquired	196911	Direct

Footnotes

F1: Restricted stock units (RSUs) vesting and converting to shares at a rate of 16.7%, 66.7% and 16.6% on the first, second and third anniversaries of the grant date, respectively. Each RSU represents a contingent right to receive one share of MSCI common stock.

F2: Performance stock units (PSUs) representing the minimum payout related to the grant of 36,663 PSUs subject to time- and performance-vesting. The PSUs vest in three equal tranches within a range of 90% to 110% on the last day of each of the performance periods based on the achievement of certain cumulative performance metrics for the three-year period comprised of fiscal years 2015, 2016 and 2017 (first tranche), the four-year period comprised of fiscal years 2015, 2016, 2017 and 2018 (second tranche) and the five-year period comprised of fiscal years 2015, 2016, 2017, 2018 and 2019 (third tranche). The first tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2018, the second tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2019 and the third tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2020.

F3: Each PSU represents a contingent right to receive one share of MSCI common stock.