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

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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).

1. Name and Address of Reporting Person^*

SAYLOR MICHAEL J

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER

22182

(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)
05/27/2011

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/31/2011		S		400	D	$145	40,072⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		1,399	D	$145.01	38,673	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		500	D	$145.0101	38,173	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		1	D	$145.02	38,172	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		100	D	$145.025	38,072	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		1,628	D	$145.03	36,444	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		100	D	$145.034	36,344	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		100	D	$145.055	36,244	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		900	D	$145.0803	35,344	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		1,072	D	$145.09	34,272	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		400	D	$145.095	33,872	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		400	D	$145.1305	33,472	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		1,800	D	$145.15	31,672	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		402	D	$145.1505	31,270	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		100	D	$145.152	31,170	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		500	D	$145.16	30,670	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		499	D	$145.17	30,171	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		8,176	D	$145.25	21,995	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		320	D	$145.26	21,675	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		4	D	$145.275	21,671	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		100	D	$145.29	21,571	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		200	D	$145.3	21,371	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		201	D	$145.33	21,170	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		1,994	D	$145.35	19,176	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		206	D	$145.36	18,970	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		800	D	$145.401	18,170	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		100	D	$145.402	18,070	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		2,100	D	$145.4025	15,970	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		698	D	$145.5	15,272	I	Shares owned by LLC
Class A Common Stock	05/31/2011		S		8	D	$145.58	15,264	I	Shares owned by LLC

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)

1. Name and Address of Reporting Person^*

SAYLOR MICHAEL J

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER

22182

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ALCANTARA LLC

(Last)

(First)

(Middle)

C/O MICHAEL J. SAYLOR

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER

22182

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Separate open market sale transactions that were executed on 05/31/2011 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.

Remarks:

This is the second Form 4 of four Form 4 filings made by the reporting person to report transactions that occurred on May 27, 2011 and May 31, 2011.

	/s/ Michael J. Saylor, Individually and as Sole Member of Alcantara LLC	06/01/2011
	** 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.