MSCI Inc. — Director's Dealing 2019

Nov 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSCI Inc. (MSCI)
CIK: 0001408198
Period of Report: 2019-11-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-22	Common Stock	M	49774	$36.70	Acquired	1717813	Direct
2019-11-22	Common Stock	S	20773	$256.26	Disposed	1697040	Direct
2019-11-22	Common Stock	S	9100	$257.49	Disposed	1687940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-22	Option to purchase common stock	$36.70	M	49774	Disposed	2020-12-14	Common Stock (49774)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	314479	Indirect
Common Stock	7900	Indirect
Common Stock	3625	Indirect
Common Stock	730	Indirect

Footnotes

F1: Reflects a "sale to cover" transaction in connection with the Reporting Person's exercise of stock options to satisfy (i) the payment of the
applicable exercise price of the stock options and (ii) the applicable tax withholding requirement arising from the exercise of the stock options.

F2: This transaction was executed in multiple trades at prices ranging from $256.00 to $256.99. The price reported above reflects the weighted
average sales price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the issuer or the security holders of the
issuer full information regarding the number of shares and prices at which each transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $257.01 to $257.67. The price reported above reflects the weighted
average sales price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the issuer or the security holders of the
issuer full information regarding the number of shares and prices at which each transaction was effected.

F4: The 49,774 stock options, which represent a tranche of an award of stock options that were granted to the Reporting Person on December 14,
2010, vested and became exercisable on January 12, 2016, based on the satisfaction of both service and price vesting conditions, in accordance
with the terms of the applicable option award agreement.