SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Epstein Robert H

(Last) (First) (Middle)
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA

(Street)
TYSONS CORNER VA 22182

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY INC [ MSTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/02/2018 M 3,500 A $121.43 3,500 D
Class A Common Stock 05/02/2018 S 3,500 D $131.49(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to buy) $121.43 05/02/2018 M 3,500 (2) 04/30/2024 Class A Common Stock 3,500 $0.00 10,900(3) D
Explanation of Responses:
1. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.00 to $131.75 per share, inclusive. The reporting person undertakes to provide 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 this footnote.
2. Of the 3,500 shares exercised on May 2, 2018 pursuant to this option, 1,900 shares vested on April 30, 2016 and 1,600 shares vested on April 30, 2017. Of the remaining 10,900 shares subject to this option, 4,650 shares vested on April 30, 2017, and 6,250 shares vested on April 30, 2018.
3. See Exhibit A.
Remarks:
/s/ W. Ming Shao, Attorney-in-Fact 05/04/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit A:

Mr. Epstein also directly owns a director stock option to purchase 5,000 shares
of Class A common stock with (i) an exercise price of $175.98 per share and (ii)
an expiration date of May 31, 2025.  Of the 5,000 shares subject to this option,
1,250 shares vested on May 31, 2016, 1,250 shares vested on May 31, 2017, 1,250
shares are scheduled to vest on May 31, 2018, and 1,250 shares are scheduled to
vest on May 31, 2019.
 
Mr. Epstein also directly owns a director stock option to purchase 5,000 shares
of Class A common stock with (i) an exercise price of $186.54 per share and (ii)
an expiration date of May 31, 2026.  Of the 5,000 shares subject to this option,
1,250 shares vested on May 31, 2017, 1,250 shares are scheduled to vest on May
31, 2018, 1,250 shares are scheduled to vest on May 31, 2019, and 1,250 shares
are scheduled to vest on May 31, 2020.

Mr. Epstein also directly owns a director stock option to purchase 5,000 shares
of Class A common stock with (i) an exercise price of $182.36 per share and (ii)
an expiration date of May 31, 2027.  Of the 5,000 shares subject to this option,
1,250 shares are scheduled to vest on May 31, 2018, 1,250 shares are scheduled
to vest on May 31, 2019, 1,250 shares are scheduled to vest on May 31, 2020, and
1,250 shares are scheduled to vest on May 31,
 2021.