SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 4)
(Name of Issuer)
(Title of Class of Securities)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person?s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 594972101 1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). Jon C. Baker 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland Number of 5. SOLE VOTING POWER: Shares 104,054 Beneficially Owned by 6. SHARED VOTING POWER: Each 278,532 Reporting Person With 7. SOLE DISPOSITIVE POWER: 104,054 8. SHARED DISPOSITIVE POWER: 278,532 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 382,586 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.2% 12. TYPE OF REPORTING PERSON: IN ITEM 1. (a) Name of Issuer: Microstrategy Inc. (b) Address of Issuer?s Principal Executive Offices: 8000 Towers Crescent Dr., Vienna, VA 22182 ITEM 2. (a) Name of Person Filing: Jon C. Baker (b) Address of Principal Business Office or, if none, Residence: 1119 St. Paul St., Baltimore MD 21202 (c) Citizenship: USA (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 594972101 ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). ITEM 4. Ownership (a) Amount Beneficially Owned: 382,586 (b) Percent of Class: 4.2% (c) Number of shares as to which the person has: (i) sole power to vote or to direct vote: 104,054 (ii) shared power to vote or to direct the vote: 278,532 (iii) sole power to dispose or to direct the disposition of: 104,054 (iv) shared power to dispose or to direct the disposition: 278,532 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification (b) The following certification shall be included if the statement is filed pursuant to 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 02/12/03 ---------------------------------- Date /s/ Jon C. Baker ---------------------------------- Jon C. Baker Page 1 of 5