Wei-Ming Shao - Nov 13, 2024 Form 4 Insider Report for MICROSTRATEGY Inc (MSTR)

Role
SEVP & General Counsel
Signature
/s/ Joseph Phillips, Attorney-in-Fact
Stock symbol
MSTR
Transactions as of
Nov 13, 2024
Transactions value $
-$6,712,840
Form type
4
Date filed
11/15/2024, 05:16 PM
Previous filing
Nov 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSTR Class A Common Stock Options Exercise $315K +18K +278.64% $17.50 24.5K Nov 13, 2024 Direct
transaction MSTR Class A Common Stock Sale -$2.68M -7.3K -29.84% $367.30 17.2K Nov 13, 2024 Direct F1
transaction MSTR Class A Common Stock Sale -$3.94M -10.7K -62.35% $368.49 6.46K Nov 13, 2024 Direct F2
transaction MSTR Class A Common Stock Options Exercise +2.5K +38.7% 8.96K Nov 14, 2024 Direct F3
transaction MSTR Class A Common Stock Sale -$404K -1.25K -13.97% $322.45 7.71K Nov 14, 2024 Direct F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MSTR Class A Common Stock Options Exercise $0 -18K -10.71% $0.00 150K Nov 13, 2024 Class A Common Stock 18K $17.50 Direct F6, F7
transaction MSTR Restricted Stock Units Options Exercise $0 -2.5K -100% $0.00 0 Nov 14, 2024 Class A Common Stock 2.5K Direct F3, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.84 to $367.64, 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 range set forth in this footnote.
F2 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.19 to $368.99, 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 range set forth in this footnote.
F3 Each restricted stock unit represents a contingent right to receive one share of MicroStrategy class A common stock.
F4 The sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on May 4, 2024 to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.
F5 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.37 to $322.63, 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 range set forth in this footnote.
F6 The 18,000 shares exercised on November 13, 2024 pursuant to this option vested on November 10, 2023. Of the remaining 150,000 shares subject to this option, 50,000 shares vested on November 10, 2024, 50,000 shares are scheduled to vest on November 10, 2025, and 50,000 shares are scheduled to vest on November 10, 2026.
F7 See Exhibit A.
F8 The 2,500 restricted stock units vested in full on November 13, 2024.