0000950170-24-023864.txt : 20240301 0000950170-24-023864.hdr.sgml : 20240301 20240301161505 ACCESSION NUMBER: 0000950170-24-023864 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240228 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Le Phong CENTRAL INDEX KEY: 0001651669 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 24709907 MAIL ADDRESS: STREET 1: MICROSTRATEGY INCORPORATED STREET 2: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY Inc CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 510323571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 BUSINESS PHONE: 703-848-8600 MAIL ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: MICROSTRATEGY INC DATE OF NAME CHANGE: 19971126 4 1 ownership.xml 4 X0508 4 2024-02-28 0001050446 MICROSTRATEGY Inc MSTR 0001651669 Le Phong C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER VA 22182 true true false false President & CEO false Class A Common Stock 2024-02-28 4 M false 10000 151.60 A 10595 D Class A Common Stock 2024-02-28 4 S false 641 960.40 D 9954 D Class A Common Stock 2024-02-28 4 S false 204 961.49 D 9750 D Class A Common Stock 2024-02-28 4 S false 1000 963.13 D 8750 D Class A Common Stock 2024-02-28 4 S false 2820 964.29 D 5930 D Class A Common Stock 2024-02-28 4 S false 800 965.29 D 5130 D Class A Common Stock 2024-02-28 4 S false 1000 966.46 D 4130 D Class A Common Stock 2024-02-28 4 S false 921 967.46 D 3209 D Class A Common Stock 2024-02-28 4 S false 378 968.93 D 2831 D Class A Common Stock 2024-02-28 4 S false 687 969.97 D 2144 D Class A Common Stock 2024-02-28 4 S false 375 970.88 D 1769 D Class A Common Stock 2024-02-28 4 S false 574 972.52 D 1195 D Class A Common Stock 2024-02-28 4 S false 200 973.03 D 995 D Class A Common Stock 2024-02-28 4 S false 400 974.61 D 595 D Employee Stock Option (Right to buy) 151.60 2024-02-28 4 M false 10000 0 D 2029-11-22 Class A Common Stock 10000 45000 D The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $960.00 to $960.74, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $961.32 to $961.66, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $962.62 to $963.53, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $963.76 to $964.46, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $964.78 to $965.76, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $965.92 to $966.88, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $967.07 to $967.85, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $968.43 to $969.38, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.45 to $970.39, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.45 to $971.11, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $972.00 to $972.91, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $973.00 to $973.05, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $974.44 to $975.42, 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. Of the 10,000 shares exercised on February 28, 2024 pursuant to this option, 5,000 shares vested on November 22, 2021 and 5,000 shares vested on November 22, 2022. Of the remaining 45,000 shares subject to this option, 20,000 shares vested on November 22, 2022 and 25,000 shares vested on November 22, 2023. See Exhibit A. /s/ Joseph Phillips, Attorney-in-Fact 2024-03-01 EX-99 2 mstr-ex99.htm EX-99 EX-99

Exhibit A

Mr. Le also directly owns an employee stock option to purchase 40,000 shares of Class A common stock with (i) an exercise price of $691.23 per share and (ii) an expiration date of February 23, 2031. Of the 40,000 shares subject to this option, 10,000 shares vested on February 23, 2022, 10,000 shares vested on February 23, 2023, 10,000 shares vested on February 23, 2024, and 10,000 shares are scheduled to vest on February 23, 2025.

Mr. Le also directly owns an employee stock option to purchase 40,000 shares of Class A common stock with (i) an exercise price of $404.60 per share and (ii) an expiration date of February 17, 2032. Of the 40,000 shares subject to this option, 10,000 shares vested on February 17, 2023, 10,000 shares vested on February 17, 2024, 10,000 shares are scheduled to vest on February 17, 2025, and 10,000 shares are scheduled to vest on February 17, 2026.

Mr. Le also directly owns an employee stock option to purchase 60,000 shares of Class A common stock with (i) an exercise price of $231.25 per share and (ii) an expiration date of September 13, 2032. Of the 60,000 shares subject to this option, 15,000 shares vested on September 13, 2023, 15,000 shares are scheduled to vest on September 13, 2024, 15,000 shares are scheduled to vest on September 13, 2025, and 15,000 shares are scheduled to vest on September 13, 2026.

Mr. Le also directly owns restricted stock units with the contingent right to receive 250 shares of Class A common stock. The 250 shares will vest on November 13, 2024.

Mr. Le also directly owns restricted stock units with the contingent right to receive 4,768 shares of Class A common stock. Of these 4,768 shares, 1,192 shares are scheduled to vest on June 5, 2024, 1,192 shares are scheduled to vest on June 5, 2025, 1,192 shares are scheduled to vest on June 5, 2026, and 1,192 shares are scheduled to vest on June 5, 2027.

Mr. Le also directly owns 9,537 performance stock units (PSUs) granted on June 5, 2023. Each PSU represents a contingent right to receive shares of Class A common stock of between 0 percent and 200 percent of the target number of units, with the percentage determined based on MicroStrategy's relative total shareholder return (TSR) as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (June 1, 2023 to May 31, 2026). Vesting is subject to certification by MicroStrategy's Compensation Committee of the level of achievement of the performance goal and the participant's continued service through that date. The "target" number of PSUs is reported in this Exhibit A.