0001209191-20-060921.txt : 20201201 0001209191-20-060921.hdr.sgml : 20201201 20201201171624 ACCESSION NUMBER: 0001209191-20-060921 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201127 FILED AS OF DATE: 20201201 DATE AS OF CHANGE: 20201201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RECHAN LESLIE J CENTRAL INDEX KEY: 0001333062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 201361644 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY Inc CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-11-27 0 0001050446 MICROSTRATEGY Inc MSTR 0001333062 RECHAN LESLIE J C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER VA 22182 1 0 0 0 Class A Common Stock 2020-11-27 4 M 0 7500 127.46 A 7500 D Class A Common Stock 2020-11-27 4 S 0 1095 261.87 D 6405 D Class A Common Stock 2020-11-27 4 S 0 705 262.90 D 5700 D Class A Common Stock 2020-11-27 4 S 0 899 263.74 D 4801 D Class A Common Stock 2020-11-27 4 S 0 1501 264.66 D 3300 D Class A Common Stock 2020-11-27 4 S 0 1900 265.96 D 1400 D Class A Common Stock 2020-11-27 4 S 0 1000 267.12 D 400 D Class A Common Stock 2020-11-27 4 S 0 200 268.00 D 200 D Class A Common Stock 2020-11-27 4 S 0 200 269.18 D 0 D Class A Common Stock 2020-11-27 4 M 0 2500 129.57 A 2500 D Class A Common Stock 2020-11-27 4 S 0 101 265.53 D 2399 D Class A Common Stock 2020-11-27 4 S 0 399 267.21 D 2000 D Class A Common Stock 2020-11-27 4 S 0 453 268.12 D 1547 D Class A Common Stock 2020-11-27 4 S 0 400 269.67 D 1147 D Class A Common Stock 2020-11-27 4 S 0 947 270.80 D 200 D Class A Common Stock 2020-11-27 4 S 0 200 271.53 D 0 D Class A Common Stock 2020-11-27 4 M 0 1250 132.91 A 1250 D Class A Common Stock 2020-11-27 4 S 0 533 267.17 D 717 D Class A Common Stock 2020-11-27 4 S 0 48 267.94 D 669 D Class A Common Stock 2020-11-27 4 S 0 400 269.45 D 269 D Class A Common Stock 2020-11-27 4 S 0 269 270.31 D 0 D Class A Common Stock 1900 I By Rechan Family Investment Group Inc. Director Stock Option (Right to buy) 127.46 2020-11-27 4 M 0 7500 0.00 D 2028-04-30 Class A Common Stock 7500 7500 D Director Stock Option (Right to buy) 129.57 2020-11-27 4 M 0 2500 0.00 D 2028-05-31 Class A Common Stock 2500 2500 D Director Stock Option (Right to buy) 132.91 2020-11-27 4 M 0 1250 0.00 D 2029-05-31 Class A Common Stock 1250 3750 D The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.25 to $262.16 per share, inclusive. The reporting person undertakes to provide 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 $262.34 to $263.25 per share, inclusive. The reporting person undertakes to provide 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 $263.39 to $264.36 per share, inclusive. The reporting person undertakes to provide 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 $264.41 to $265.31 per share, inclusive. The reporting person undertakes to provide 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 $265.43 to $266.33 per share, inclusive. The reporting person undertakes to provide 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 $266.60 to $267.44 per share, inclusive. The reporting person undertakes to provide 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 $269.00 to $269.35 per share, inclusive. The reporting person undertakes to provide 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 $265.43 to $265.56 per share, inclusive. The reporting person undertakes to provide 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 $266.71 to $267.59 per share, inclusive. The reporting person undertakes to provide 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 $268.00 to $268.33 per share, inclusive. The reporting person undertakes to provide 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 $269.39 to $269.89 per share, inclusive. The reporting person undertakes to provide 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 $270.41 to $271.33 per share, inclusive. The reporting person undertakes to provide 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 $266.88 to $267.56 per share, inclusive. The reporting person undertakes to provide 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 $269.00 to $269.92 per share, inclusive. The reporting person undertakes to provide 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 $270.00 to $270.81 per share, inclusive. The reporting person undertakes to provide 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. Shares are held directly by a family corporation, of which Mr. Rechan's spouse is President and sole shareholder. Of the 7,500 shares exercised on November 27, 2020 pursuant to this option, 3,750 shares vested on April 30, 2019 and 3,750 shares vested on April 30, 2020. Of the remaining 7,500 shares subject to this option, 3,750 shares are scheduled to vest on April 30, 2021 and 3,750 shares are scheduled to vest on April 30, 2022. See Exhibit A. Of the 2,500 shares exercised on November 27, 2020 pursuant to this option, 1,250 shares vested on May 31, 2019 and 1,250 shares vested on May 31, 2020. Of the remaining 2,500 shares subject to this option, 1,250 shares are scheduled to vest on May 31, 2021 and 1,250 shares are scheduled to vest on May 31, 2022. The 1,250 shares exercised on November 27, 2020 pursuant to this option vested on May 31, 2020. Of the remaining 3,750 shares subject to this option, 1,250 shares are scheduled to vest on May 31, 2021, 1,250 shares are scheduled to vest on May 31, 2022, and 1,250 shares are scheduled to vest on May 31, 2023. /s/ Jeff Wigfield, Attorney-in-Fact 2020-12-01 EX-24 2 attachment1.htm EX-24 DOCUMENT 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of W. Ming Shao and Jeff Wigfield, signing singly, the undersigned's true
and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of MicroStrategy Incorporated (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
and in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with, or the undersigned's liability under, Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney supersedes any and all previous Powers of Attorney
relating to Form 3, 4, and 5 filings in the undersigned's capacity as an officer
and/or director of the Company, and shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Signature:   /s/ Leslie J. Rechan
Print Name:  Leslie J. Rechan
Print Date:  November 27, 2020
EX-99 3 attachment2.htm EX-99 DOCUMENT 
Exhibit A:

Mr. Rechan also directly owns a director stock option to purchase 5,000 shares
of Class A common stock with (i) an exercise price of $124.48 per share and (ii)
an expiration date of May 31, 2030. Of the 5,000 shares subject to this option,
1,250 shares are scheduled to vest on May 31, 2021, 1,250 shares are scheduled
to vest on May 31, 2022, 1,250 shares are scheduled to vest on May 31, 2023, and
1,250 shares are scheduled to vest on May 31, 2024.