Strategy Inc — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROSTRATEGY INC (MSTR)
CIK: 0001050446
Period of Report: 2012-08-13

Reporting Person: SAYLOR MICHAEL J (Director, Chairman, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Class A Common Stock	M	21439	$20.69	Acquired	21439	Direct
2012-08-13	Class A Common Stock	S	18639	$126.5512	Disposed	2800	Direct
2012-08-13	Class A Common Stock	S	1700	$127.1107	Disposed	1100	Direct
2012-08-13	Class A Common Stock	S	1100	$128.2077	Disposed	0	Direct
2012-08-14	Class A Common Stock	M	18200	$20.69	Acquired	18200	Direct
2012-08-14	Class A Common Stock	S	12100	$125.6088	Disposed	6100	Direct
2012-08-14	Class A Common Stock	S	6100	$126.197	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Employee Stock Option (right to buy)	$20.69	M	21439	Disposed	2013-02-08	Class A Common Stock (21439)	Direct
2012-08-14	Employee Stock Option (right to buy)	$20.69	M	18200	Disposed	2013-02-08	Class A Common Stock (18200)	Direct

Footnotes

F1: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.00 to $126.98, 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 ranges set forth in footnotes 1, 2, 3, 4, and 5 to this Form 4.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.01 to $128.00, inclusive.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.08 to $128.32, inclusive.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.97, inclusive.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.00 to $126.43, inclusive.

F6: Of the 21,439 shares exercised on 08/13/2012 pursuant to this stock option, 2,737 shares vested on 02/08/2005 and 18,702 shares vested on 02/08/2006. Of the remaining 227,298 shares subject to the stock option, 63,298 shares vested on 02/08/2006, 82,000 shares vested on 02/08/2007, and 82,000 shares vested on 02/08/2008.

F7: The 18,200 shares exercised on 08/14/2012 pursuant to this stock option vested on 02/08/2006. Of the remaining 209,098 shares subject to the stock option, 45,098 shares vested on 02/08/2006, 82,000 shares vested on 02/08/2007, and 82,000 shares vested on 02/08/2008.

F8: See Exhibit A.