MSCI Inc. — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2015-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Common Stock	F	8008	$53.89	Disposed	1070513	Direct
2015-01-30	Common Stock	G	13182	—	Disposed	0	Indirect
2015-01-30	Common Stock	G	13182	—	Acquired	226723	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	122651	Indirect
Common Stock	7900	Indirect
Common Stock	3625	Indirect
Common Stock	730	Indirect

Footnotes

F1: Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 14,975 restricted stock units granted to the Reporting Person on January 28, 2014.

F2: 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 June 5, 2014. The gifts consisted of 20,300 shares in the aggregate each transferred on August 29, 2014.

F3: Amount reflects the distribution and transfer on January 30, 2015 of 39,162 shares as an annuity payment from the 2012 GRAT to the Reporting Person which changed the Reporting Person's beneficial ownership of such shares from indirect to direct ownership.

F4: Amount reflects the distribution and transfer on January 30, 2015 of 158,167 shares as an annuity payment from the 2010 GRAT to the Reporting Person which changed the Reporting Person's beneficial ownership of such shares from indirect to direct ownership.

F5: The Reporting Person is trustee and sole annuitant.

F6: Amount reflects the distribution and transfer on January 30, 2015 of 13,182 shares from the 2010 GRAT to the Fernandez 2007 Children's Trust.