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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
C/O MICROSTRATEGY INCORPORATED |
1850 TOWERS CRESCENT PLAZA |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY Inc
[ MSTR ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
11/07/2024 |
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M |
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20,000 |
A |
$12.746
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24,970
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D |
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Class A Common Stock |
11/07/2024 |
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S |
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11,171 |
D |
$275.04
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13,799 |
D |
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Class A Common Stock |
11/07/2024 |
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S |
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8,829 |
D |
$275.8
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4,970 |
D |
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Class A Common Stock |
11/11/2024 |
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M |
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17,500 |
A |
$12.746
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22,470 |
D |
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Class A Common Stock |
11/11/2024 |
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M |
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2,500 |
A |
$12.957
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24,970 |
D |
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Class A Common Stock |
11/11/2024 |
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S |
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17,800 |
D |
$325.23
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7,170 |
D |
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Class A Common Stock |
11/11/2024 |
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S |
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2,200 |
D |
$326.6
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4,970 |
D |
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Class A Common Stock |
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20,000 |
I |
By Meredithe Rechan 2021 Family Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Director Stock Option (Right to buy) |
$12.746
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11/07/2024 |
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M |
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20,000
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04/30/2028 |
Class A Common Stock |
20,000 |
$0
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17,500
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D |
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Director Stock Option (Right to buy) |
$12.746
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11/11/2024 |
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M |
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17,500 |
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04/30/2028 |
Class A Common Stock |
17,500 |
$0
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0
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D |
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Director Stock Option (Right to buy) |
$12.957
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11/11/2024 |
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M |
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2,500
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05/31/2028 |
Class A Common Stock |
2,500 |
$0
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10,000
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D |
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Explanation of Responses: |
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/s/ Joseph Phillips, Attorney-in-Fact |
11/12/2024 |
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** 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. |
Exhibit A:
The 10-for-1 forward stock split was effected by means of (i) a stock dividend of nine (9) shares of class A common stock, $0.001 par value per share, of the Issuer (the “Class A Common Stock”) on and in respect of each of the issued and outstanding shares of Class A Common Stock (the “Class A Stock Dividend”) as of August 1, 2024 (the “Record Date”) and (ii) a stock dividend of nine (9) shares of class B common stock, $0.001 par value per share, of the Issuer (the “Class B Common Stock”) on and in respect of each of the issued and outstanding shares of Class B Common Stock (the “Class B Stock Dividend” and, together with the Class A Stock Dividend, the “Stock Dividend”) as of the Record Date. The Stock Dividend resulted in proportionate adjustments to the number of shares of Class A Common Stock beneficially owned by the reporting person and issuable under equity awards beneficially owned by the reporting person, including shares underlying outstanding restricted stock units, performance stock units and stock options, and the exercise prices of the stock options beneficially owned by the reporting person. Accordingly, the amounts of Class A Common Stock and option exercise prices reported on this Form 4 have been adjusted to reflect the Stock Dividend unless otherwise noted.
Mr. Rechan also directly owns a director stock option to purchase 25,000 shares of Class A common stock with (i) an exercise price of $13.291 per share and (ii) an expiration date of May 31, 2029. Of the 25,000 shares subject to this option, 12,500 shares vested on May 31, 2022, and 12,500 shares vested on May 31, 2023.
Mr. Rechan also directly owns a director stock option to purchase 37,500 shares of Class A common stock with (i) an exercise price of $12.448 per share and (ii) an expiration date of May 31, 2030. Of the 37,500 shares subject to this option, 12,500 shares vested on May 31, 2022, 12,500 shares vested on May 31, 2023, and 12,500 shares vested on May 31, 2024.
Mr. Rechan also directly owns a director stock option to purchase 7,610 shares of Class A common stock with (i) an exercise price of $30.163 per share and (ii) an expiration date of May 31, 2033. The 7,610 shares subject to this option vested on May 31, 2024.
Mr. Rechan also directly owns a director stock option to purchase 50,000 shares of Class A common stock with (i) an exercise price of $47.00 per share and (ii) an expiration date of May 31, 2031. Of the 50,000 shares subject to this option, 12,500 shares vested on May 31, 2022, 12,500 shares vested on May 31, 2023, 12,500 shares vested on May 31, 2024, and 12,500 shares are scheduled to vest on May 31, 2025.
Mr. Rechan also directly owns a director stock option to purchase 50,000 shares of Class A common stock with (i) an exercise price of $26.469 per share and (ii) an expiration date of May 31, 2032. Of the 50,000 shares subject to this option, 12,500 shares vested on May 31, 2023, 12,500 shares vested on May 31, 2024, 12,500 shares are scheduled to vest on May 31, 2025, and 12,500 shares are scheduled to vest on May 31, 2026.
Mr. Rechan also directly owns a director stock option to purchase 1,390 shares of Class A common stock with (i) an exercise price of $152.449 per share and (ii) an expiration date of May 31, 2034. The 1,390 shares subject to this option are scheduled to vest on May 31, 2025.
Mr. Rechan also directly owns restricted stock units with the contingent right to receive 980 shares of Class A Common Stock. These 980 shares are scheduled to vest on May 31, 2025.
Exhibit A:
The 10-for-1 forward stock split was effected by means of (i) a stock dividend of nine (9) shares of class A common stock, $0.001 par value per share, of the Issuer (the “Class A Common Stock”) on and in respect of each of the issued and outstanding shares of Class A Common Stock (the “Class A Stock Dividend”) as of August 1, 2024 (the “Record Date”) and (ii) a stock dividend of nine (9) shares of class B common stock, $0.001 par value per share, of the Issuer (the “Class B Common Stock”) on and in respect of each of the issued and outstanding shares of Class B Common Stock (the “Class B Stock Dividend” and, together with the Class A Stock Dividend, the “Stock Dividend”) as of the Record Date. The Stock Dividend resulted in proportionate adjustments to the number of shares of Class A Common Stock beneficially owned by the reporting person and issuable under equity awards beneficially owned by the reporting person, including shares underlying outstanding restricted stock units, performance stock units and stock options, and the exercise prices of the stock options beneficially owned by the reporting person. Accordingly, the amounts of Class A Common Stock and option exercise prices reported on this Form 4 have been adjusted to reflect the Stock Dividend unless otherwise noted.
Mr. Rechan also directly owns a director stock option to purchase 25,000 shares of Class A common stock with (i) an exercise price of $13.291 per share and (ii) an expiration date of May 31, 2029. Of the 25,000 shares subject to this option, 12,500 shares vested on May 31, 2022, and 12,500 shares vested on May 31, 2023.
Mr. Rechan also directly owns a director stock option to purchase 37,500 shares of Class A common stock with (i) an exercise price of $12.448 per share and (ii) an expiration date of May 31, 2030. Of the 37,500 shares subject to this option, 12,500 shares vested on May 31, 2022, 12,500 shares vested on May 31, 2023, and 12,500 shares vested on May 31, 2024.
Mr. Rechan also directly owns a director stock option to purchase 7,610 shares of Class A common stock with (i) an exercise price of $30.163 per share and (ii) an expiration date of May 31, 2033. The 7,610 shares subject to this option vested on May 31, 2024.
Mr. Rechan also directly owns a director stock option to purchase 50,000 shares of Class A common stock with (i) an exercise price of $47.00 per share and (ii) an expiration date of May 31, 2031. Of the 50,000 shares subject to this option, 12,500 shares vested on May 31, 2022, 12,500 shares vested on May 31, 2023, 12,500 shares vested on May 31, 2024, and 12,500 shares are scheduled to vest on May 31, 2025.
Mr. Rechan also directly owns a director stock option to purchase 50,000 shares of Class A common stock with (i) an exercise price of $26.469 per share and (ii) an expiration date of May 31, 2032. Of the 50,000 shares subject to this option, 12,500 shares vested on May 31, 2023, 12,500 shares vested on May 31, 2024, 12,500 shares are scheduled to vest on May 31, 2025, and 12,500 shares are scheduled to vest on May 31, 2026.
Mr. Rechan also directly owns a director stock option to purchase 1,390 shares of Class A common stock with (i) an exercise price of $152.449 per share and (ii) an expiration date of May 31, 2034. The 1,390 shares subject to this option are scheduled to vest on May 31, 2025.
Mr. Rechan also directly owns restricted stock units with the contingent right to receive 980 shares of Class A Common Stock. These 980 shares are scheduled to vest on May 31, 2025.
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