MicroStrategy Incorporated
MICROSTRATEGY INC (Form: 4, Received: 06/09/2017 17:19:03)
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 *

Shao Wei-Ming
2. Issuer Name and Ticker or Trading Symbol

MICROSTRATEGY INC [ MSTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SEVP & General Counsel
(Last)          (First)          (Middle)

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

6/7/2017
(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
Class A Common Stock   6/7/2017     M    1000   A $119.02   1005   D    
Class A Common Stock   6/7/2017     S    1000   D $181.97   5   D    
Class A Common Stock   6/9/2017     M    1400   A $119.02   1405   D    
Class A Common Stock   6/9/2017     S    1400   D $184.66   (1) 5   D    

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
Employee Stock Option (Right to buy)   $119.02   6/7/2017     M         1000      (2) 5/4/2024   Class A Common Stock   1000   $0.00   14000   (3) D    
Employee Stock Option (Right to buy)   $119.02   6/9/2017     M         1400      (4) 5/4/2024   Class A Common Stock   1400   $0.00   12600   (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 $184.03 to $185.28, inclusive. The reporting person undertakes to provide to 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)  The 1,000 shares exercised on June 7, 2017 pursuant to this option vested on May 4, 2016. Of the remaining 14,000 shares subject to this option, 4,000 shares vested on May 4, 2016, 5,000 shares vested on May 4, 2017, and 5,000 shares are scheduled to vest on May 4, 2018.
(3)  Mr. Shao also directly owns an employee stock option to purchase 10,000 shares of Class A common stock with (i) an exercise price of $165.01 per share and (ii) an expiration date of February 2, 2025. Of the 10,000 shares subject to this option, 2,500 shares vested on February 2, 2016, 2,500 shares vested on February 2, 2017, 2,500 shares are scheduled to vest on February 2, 2018, and 2,500 shares are scheduled to vest on February 2, 2019.
(4)  The 1,400 shares exercised on June 9, 2017 pursuant to this option vested on May 4, 2016. Of the remaining 12,600 shares subject to this option, 2,600 shares vested on May 4, 2016, 5,000 shares vested on May 4, 2017, and 5,000 shares are scheduled to vest on May 4, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shao Wei-Ming
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA
TYSONS CORNER, VA 22182


SEVP & General Counsel

Signatures
/s/ Wei-Ming Shao 6/9/2017
** 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).
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