Joseph D. Mansueto - Aug 25, 2023 Form 4 Insider Report for Morningstar, Inc. (MORN)

Signature
/s/ Kathleen Peacock, by power of attorney
Stock symbol
MORN
Transactions as of
Aug 25, 2023
Transactions value $
-$5,645,591
Form type
4
Date filed
8/29/2023, 05:05 PM
Previous filing
Aug 25, 2023
Next filing
Aug 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MORN Common Stock Sale -$719K -3.26K -0.03% $220.53 11.6M Aug 25, 2023 Direct F1, F2, F3
transaction MORN Common Stock Sale -$1.84M -8.29K -0.07% $221.37 11.6M Aug 25, 2023 Direct F1, F4
transaction MORN Common Stock Sale -$244K -1.1K -0.01% $222.15 11.6M Aug 25, 2023 Direct F1, F5
transaction MORN Common Stock Sale -$48.7K -220 0% $221.54 11.6M Aug 28, 2023 Direct F1, F6
transaction MORN Common Stock Sale -$452K -2.03K -0.02% $222.62 11.6M Aug 28, 2023 Direct F1, F7
transaction MORN Common Stock Sale -$422K -1.89K -0.02% $223.60 11.6M Aug 28, 2023 Direct F1, F8
transaction MORN Common Stock Sale -$297K -1.32K -0.01% $224.72 11.6M Aug 28, 2023 Direct F1, F9
transaction MORN Common Stock Sale -$915K -4.05K -0.04% $225.91 11.6M Aug 28, 2023 Direct F1, F10
transaction MORN Common Stock Sale -$631K -2.78K -0.02% $226.77 11.6M Aug 28, 2023 Direct F1, F11
transaction MORN Common Stock Sale -$81.9K -360 0% $227.47 11.6M Aug 28, 2023 Direct F1, F12
holding MORN Common Stock 4.4M Aug 25, 2023 By Trust F13
holding MORN Common Stock 150K Aug 25, 2023 By Trust F14
* 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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2023.
F2 On August 23, 2021, the reporting person contributed 4,500,000 shares of Morningstar common stock to grantor retained annuity trusts for the benefit of himself and his children. Pursuant to the terms of such trusts, 301,025 shares were distributed to the reporting person on September 27, 2022. On December 6, 2022, the reporting person contributed 600,000 shares of Morningstar common stock to such trusts. Pursuant to the terms of such trusts, 399,280 shares were distributed to the reporting person on August 23, 2023 and are reported as directly owned in this Form 4. The reporting person's Form 4 filed on August 23, 2023 did not reflect this adjustment between direct and indirect holdings due to administrative error.
F3 The transaction was executed in multiple trades at prices ranging from $219.9500 to $220.9400. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F4 The transaction was executed in multiple trades at prices ranging from $220.9500 to $221.9200. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F5 The transaction was executed in multiple trades at prices ranging from $222.0450 to $222.3200. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F6 The transaction was executed in multiple trades at prices ranging from $221.1000 to $221.9100. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F7 The transaction was executed in multiple trades at prices ranging from $222.1200 to $223.0875. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F8 The transaction was executed in multiple trades at prices ranging from $223.2750 to $224.2550. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F9 The transaction was executed in multiple trades at prices ranging from $224.3000 to $225.2200. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F10 The transaction was executed in multiple trades at prices ranging from $225.3500 to $226.3000. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F11 The transaction was executed in multiple trades at prices ranging from $226.3700 to $227.2800. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F12 The transaction was executed in multiple trades at prices ranging from $227.3800 to $227.7100. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
F13 The shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children. The reporting person serves as trustee of the grantor retained annuity trusts.
F14 The shares are held in trusts for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trusts.