SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Steele Richard G

(Last)

(First)

(Middle)

7 WTC AT 250 GREENWICH STREET

(Street)

10007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2023

3. Issuer Name and Ticker or Trading Symbol
MOODYS CORP /DE/ [ MCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	628	D
Common Stock	2,978	I	Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	02/12/2017⁽¹⁾	01/12/2026	Common Stock	873	$80.81	D
Employee Stock Option (right to buy)	02/23/2018⁽²⁾	02/23/2027	Common Stock	1,506	$113.34	D
Employee Stock Option (right to buy)	02/16/2019⁽³⁾	02/16/2028	Common Stock	888	$167.5	D
Employee Stock Option (right to buy)	02/25/2020⁽⁴⁾	02/25/2029	Common Stock	974	$173.58	D
Employee Stock Option (right to buy)	02/20/2021⁽⁵⁾	02/20/2030	Common Stock	727	$280.42	D
Employee Stock Option (right to buy)	02/22/2022⁽⁶⁾	02/22/2031	Common Stock	730	$276.84	D
Employee Stock Option (right to buy)	02/17/2023⁽⁷⁾	02/17/2032	Common Stock	713	$325.99	D
Employee Stock Option (right to buy)	02/21/2024⁽⁸⁾	02/21/2033	Common Stock	634	$295.33	D

Explanation of Responses:

1. The option, representing a right to purchase a total of 3,489 shares, became exercisable in four equal annual installments beginning on February 12, 2017. 2,616 of these options were previously exercised.

2. The option, representing a right to purchase a total of 1,506 shares, became exercisable in four equal annual installments beginning on February 23, 2018.

3. The option, representing a right to purchase a total of 888 shares, became exercisable in four equal annual installments beginning on February 16, 2019.

4. The option, representing a right to purchase a total of 974 shares, became exercisable in four equal annual installments beginning on February 25, 2020.

5. The option, representing a right to purchase a total of 727 shares, became exercisable in four equal annual installments beginning on February 20, 2021. The final installment will vest and become exercisable on February 20, 2024.

6. The option, representing a right to purchase a total of 730 shares, became exercisable in four equal annual installments beginning on February 22, 2022. The final two installments will vest and become exercisable on February 22, 2024 and February 22, 2025.

7. The option, representing a right to purchase a total of 713 shares, became exercisable in four equal annual installments beginning on February 17, 2023. The remaining three installments will vest and become exercisable on February 17, 2024, February 17, 2025 and February 17, 2026.

8. The option will vest and become exercisable in four equal annual installments beginning on February 21, 2024.

Remarks:

	Elizabeth McCarroll by power of attorney for Richard G. Steele	09/13/2023
	** 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 5 (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.