MicroStrategy Incorporated
MICROSTRATEGY INC (Form: 4, Received: 06/02/2017 16:49:51)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Patten Jarrod M
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)
(Last)          (First)          (Middle)

C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2017
(Street)

TYSONS CORNER, VA 22182
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $182.36   5/31/2017     A      5000         (1) 5/31/2027   Class A Common Stock   5000   $0.00   5000   (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Patten Jarrod M
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA
TYSONS CORNER, VA 22182
X



Signatures
/s/ W. Ming Shao, Attorney-in-Fact 6/2/2017
** 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).
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Exhibit A:
Mr. Patten also directly owns a director stock option to purchase 31,683 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 31,683 shares subject to this
option, 5,433 shares vested on April 30, 2015, 8,750 shares vested on April 30,
2016, 8,750 shares vested on April 30, 2017, and 8,750 shares are
scheduled to vest on April 30, 2018.

Mr. Patten 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. Patten 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.