MicroStrategy Incorporated
MICROSTRATEGY INC (Form: SC 13G/A, Received: 02/24/2017 16:54:18)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 13)

 

 

MICROSTRATEGY INCORPORATED

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

594972 40 8

(CUSIP Number)

December 31, 2016

(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)

☐ 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. 594972 40 8  

 

  1   

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Michael J. Saylor

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

2,211,668 shares (1)

   6   

SHARED VOTING POWER

 

   7   

SOLE DISPOSITIVE POWER

 

2,211,668 shares (1)

   8   

SHARED DISPOSITIVE POWER

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,211,668 shares (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.0%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Includes 200,000 shares that may be acquired through the exercise of a stock option held by Michael J. Saylor, 100,000 shares of which vested on April 30, 2015 and 100,000 of which vested on April 30, 2016.


Item 1    (a). Name of Issuer:

 

   MicroStrategy Incorporated

 

Item 1    (b). Address of Issuer’s Principal Executive Offices:

 

   1850 Towers Crescent Plaza
   Tysons Corner, VA 22182

 

Item 2    (a). Name of Person Filing:

 

   Michael J. Saylor

 

Item 2    (b). Address of Principal Business Office:

 

   1850 Towers Crescent Plaza
   Tysons Corner, VA 22182

 

Item 2    (c). Citizenship:

 

   United States

 

Item 2    (d). Title of Class of Securities:

 

   Class A Common Stock

 

Item 2    (e). CUSIP Number:

 

   594972 40 8

 

Item  3. If this statement is filed pursuant to §§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 §240.13d-1(b)(1)(ii)(E);

(f)

 

   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

 

   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

 

   A savings association 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)

 

   A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

 

   Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

       If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable

 

Item 4. Ownership:

 

  (a) Amount Beneficially Owned: 2,211,668 shares

 

  (b) Percent of Class: 19.0%


  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: 2,211,668 shares

 

  (ii) shared power to vote or to direct the vote:

 

  (iii) sole power to dispose or to direct the disposition of: 2,211,668 shares

 

  (iv) shared power to dispose or to direct the disposition of:

 

Item 5. Ownership of Five Percent or Less of a Class:

 

   Not applicable

 

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 or Control Person:

 

   Not applicable

 

Item 8. Identification and Classification of Members of the Group:

 

   See Exhibit 1.

 

Item 9. Notice of Dissolution of Group:

 

   Not applicable

 

Item 10. Certifications:

 

   Not applicable


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.

 

Date: February 24, 2017      

/s/ Michael J. Saylor

      Michael J. Saylor
      Alcantara LLC
    by:  

/s/ Michael J. Saylor

      Michael J. Saylor, Sole Member

Exhibit 1

IDENTITY OF MEMBERS OF GROUP

Alcantara LLC, a Delaware limited liability company, is the holder of 2,011,668 shares of class B common stock of MicroStrategy Incorporated (“Class B Common Stock”). Shares of Class B Common Stock are convertible at any time at the option of the holder into shares of class A common stock of MicroStrategy Incorporated on a one-for-one basis. Michael J. Saylor is the sole member of Alcantara LLC. Accordingly, Mr. Saylor is the beneficial owner of the foregoing shares of Class B Common Stock held by Alcantara LLC.