X0206 3 2012-11-05 0 0001408198 MSCI Inc. MSCI 0001560708 Zangari Peter J. MSCI INC., 7 WORLD TRADE CENTER 250 GREENWICH STREET, 49TH FLOOR NEW YORK NY 10007 0 1 0 0 Head Portfolio Mgmt Analytics Common Stock 22680 D Includes (i) 9,466 shares of common stock, (ii) 6,063 restricted stock units (RSUs) vesting and converting to shares of common stock at rates of approximately 76% and 24% on December 15, 2012 and 2013, respectively, (iii) 4,767 RSUs vesting and converting to shares of common stock at a rate of 33 1/3% on the first, second and third anniversaries of February 2, 2012 and (iv) 2,384 performance stock units (PSUs) representing the minimum payout related to the grant of 4,767 PSUs subject to time- and performance-vesting. The PSUs time-vest at a rate of 50% on each of December 31, 2013 and 2014 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years. The first tranche of PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2014 and the second tranche of PSUs generally converts to shares of common stock no earlier than January 1[cont FN2] [cont from FN1] and no later than March 15, 2015. Each RSU and PSU represents a contingent right to receive one share of common stock. /s/ Cecilia Aza, attorney-in-fact 2012-11-13