Strategy Inc — Director's Dealing 2012

May 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROSTRATEGY INC (MSTR)
CIK: 0001050446
Period of Report: 2012-05-21

Reporting Person: BANSAL SANJU K (Director, Vice Chairman, EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Class A Common Stock	C	3467	—	Acquired	0	Indirect
2012-05-21	Class A Common Stock	S	3467	$132.1198	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-23	Class B Common Stock	$	C	3467	Disposed		Class A Common Stock (3467)	Indirect

Footnotes

F1: These shares were acquired upon conversion of shares of Class B Common Stock, which were convertible on a 1-for-1 basis into shares of Class A Common Stock.

F2: The reporting person converted 3,467 shares of Class B Common Stock into 3,467 shares of Class A Common Stock on May 23, 2012 for the purpose of settling the sale transactions reported on this Form 4. Upon settlement of all of these sale transactions, the reporting person will beneficially own 0 shares of Class A Common Stock.

F3: Shares that are indicated as being "owned by LLC" are owned directly by Shangri-La LLC (the "LLC"), and indirectly by Mr. Bansal as the sole member of the LLC.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.00 to $132.50, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

F5: Shares of Class B Common Stock are convertible immediately upon receipt into shares of Class A Common Stock on a 1-for-1 basis and have no expiration date.

F6: See Exhibit A.