SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SAYLOR MICHAEL J

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED

1861 INTERNATIONAL DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY INC [ MSTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/07/2009		M		6,404	A	$20.69	6,404	D
Class A Common Stock	12/07/2009		S		900	D	$89.75	5,504⁽¹⁾	D
Class A Common Stock	12/07/2009		S		300	D	$89.76	5,204	D
Class A Common Stock	12/07/2009		S		400	D	$89.77	4,804	D
Class A Common Stock	12/07/2009		S		200	D	$89.79	4,604	D
Class A Common Stock	12/07/2009		S		683	D	$89.85	3,921	D
Class A Common Stock	12/07/2009		S		100	D	$89.86	3,821	D
Class A Common Stock	12/07/2009		S		100	D	$89.87	3,721	D
Class A Common Stock	12/07/2009		S		17	D	$89.88	3,704	D
Class A Common Stock	12/07/2009		S		100	D	$89.89	3,604	D
Class A Common Stock	12/07/2009		S		1,304	D	$90	2,300	D
Class A Common Stock	12/07/2009		S		300	D	$90.35	2,000	D
Class A Common Stock	12/07/2009		S		1,300	D	$90.4	700	D
Class A Common Stock	12/07/2009		S		600	D	$90.41	100	D
Class A Common Stock	12/07/2009		S		100	D	$90.42	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$20.69	12/07/2009		M			6,404	⁽²⁾	02/08/2013	Class A Common Stock	6,404	$0	393,396⁽³⁾	D

Explanation of Responses:

1. Separate open market sale transactions that were executed on 12/07/2009 at the same price have been reported on an aggregate basis on a single line in Table I. The order in which sale transactions are set forth in Table I is not necessarily reflective of the sequence in which the sale transactions occurred in fact.

2. The 6,404 shares exercised on 12/07/2009 pursuant to this stock option vested on 02/28/2004. Of the remaining 393,396 shares subject to the stock option, 65,396 shares vested on 02/28/2004, 82,000 shares vested on 02/28/2005, 82,000 shares vested on 02/08/2006, 82,000 shares vested on 02/08/2007 and 82,000 shares vested on 02/08/2008.

3. See Exhibit A.

Remarks:

	/s/ W. Ming Shao, Attorney-in-Fact	12/09/2009
	** 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.