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*
GRAHAM STEPHEN X

(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)
05/31/2018
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 200 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) $129.57 05/31/2018 A 5,000 (1) 05/31/2028 Class A Common Stock 5,000 $0.00 5,000(2) D
Explanation of Responses:
1. This option is scheduled to vest as to 1,250 shares on the first anniversary of the grant date, and as to an additional 1,250 shares on each anniversary thereafter until the option is vested in full. This option was granted pursuant to Amendment No. 2 to the MicroStrategy Incorporated 2013 Stock Incentive Plan ("Amendment No. 2"). Amendment No. 2 provides for the annual automatic grant of a stock option to purchase 5,000 shares of Class A common stock to each non-employee director on May 31 of each year, beginning in 2015. Amendment No. 2 was approved by the stockholders of MicroStrategy Incorporated at the 2015 annual meeting.
2. See Exhibit A.
Remarks:
/s/ W. Ming Shao, Attorney-in-Fact 06/04/2018
** 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.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of W. Ming Shao and Douglas Adams, signing singly, the undersigned's true
and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of MicroStrategy Incorporated (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
and in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's
 discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with, or the undersigned's liability under, Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney supersedes any and all previous Powers of Attorney
relating to Form 3, 4, and 5 filings in the undersigned's capacity as an officer
and/or director of the Company, and shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Signature:   /s/ Stephen X. Graham
Print Name:  Stephen X. Graham
Print Date:  June 1, 2018
 
Exhibit A:

Mr. Graham also directly owns a director stock option to purchase 25,000 shares
of Class A common stock with (i) an exercise price of $121.43 per share and (ii)
an expiration date of April 30, 2024. Of the 25,000 shares subject to this
option, 6,250 shares vested on April 30, 2015, 6,250 shares vested on April 30,
2016, 6,250 shares vested on April 30, 2017, and 6,250 shares vested on April
30, 2018.

Mr. Graham 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 vested on May 31, 2018, and 1,250 shares are scheduled to vest on May 31,
2019.

Mr. Graham 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 vested 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. Graham 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 vested 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.