MSCI Inc. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	F	12880	$47.44	Disposed	844626	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	161813	Indirect
Common Stock	171349	Indirect
Common Stock	213541	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 24,088 performance stock units related to the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years that time-vested on December 31, 2014.

F2: Amount reflects the distribution and transfer on March 13, 2014 of 38,187 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.

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

F4: The Reporting Person is trustee and sole annuitant.