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*
KLEIN JONATHAN F
(Last) (First) (Middle)
C/O MICROSTRATEGY INCORPORATED
1861 INTERNATIONAL DRIVE
(Street)
MCLEAN VA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Law & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2010
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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/03/2010 M 1,500 A $4.7 1,500 D
Class A Common Stock 09/03/2010 M 1,500 A $20.69 3,000 D
Class A Common Stock 09/03/2010 S 3,000 D $81.27 0(1) D
Class A Common Stock 09/07/2010 M 400 A $4.7 400 D
Class A Common Stock 09/07/2010 M 407 A $20.69 807 D
Class A Common Stock 09/07/2010 S 800 D $81.67 7 D
Class A Common Stock 09/07/2010 S 7 D $81.6701 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $4.7 09/03/2010 M 1,500 (2) 07/26/2012 Class A Common Stock 1,500 $0 35,272 D
Employee Stock Option (right to buy) $20.69 09/03/2010 M 1,500 (3) 02/08/2013 Class A Common Stock 1,500 $0 35,535 D
Employee Stock Option (right to buy) $4.7 09/07/2010 M 400 (4) 07/26/2012 Class A Common Stock 400 $0 34,872 D
Employee Stock Option (right to buy) $20.69 09/07/2010 M 407 (5) 02/08/2013 Class A Common Stock 407 $0 35,128(6) D
Explanation of Responses:
1. Separate open market sale transactions that were executed on the same day 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 1,500 shares exercised on 09/03/2010 pursuant to this stock option vested on 07/26/2004. Of the remaining 35,272 shares subject to the stock option, 272 shares vested on 07/26/2004; 17,500 shares vested on 07/26/2005; and 17,500 shares vested on 07/26/2006.
3. The 1,500 shares exercised on 09/03/2010 pursuant to this stock option vested on 02/08/2005. Of the remaining 35,535 shares subject to the stock option, 5,535 shares vested on 02/08/2005; 10,000 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008.
4. Of the 400 shares exercised on 09/07/2010 pursuant to this stock option, 272 shares vested on 07/26/2004 and 128 shares vested on 07/26/2005. Of the remaining 34,872 shares subject to the stock option, 17,372 shares vested on 07/26/2005 and 17,500 shares vested on 07/26/2006.
5. The 407 shares exercised on 09/07/2010 pursuant to this stock option vested on 02/08/2005. Of the remaining 35,128 shares subject to the stock option, 5,128 shares vested on 02/08/2005; 10,000 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008.
6. See Exhibit A.
Remarks:
/s/ Jonathan F. Klein 09/08/2010
** 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.