MicroStrategy (MSTR) SC 13G/A MICROSTRATEGY / SAYLOR MICHAEL J ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 18)

MICROSTRATEGY INCORPORATED

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

594972 40 8

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 594972 40 8

1	NAMES OF REPORTING PERSONS.   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   Michael J. Saylor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   2,407,408 shares(1)
	6	SHARED VOTING POWER
	7	SOLE DISPOSITIVE POWER   2,407,408 shares(1)
	8	SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,407,408 shares(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   20.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1) Includes 400,000 shares that may be acquired through the exercise of a stock option held by Michael J. Saylor, 100,000 shares of which vested on April 30, 2015, 100,000 shares of which vested on April 30, 2016, 100,000 shares of which vested on April 30, 2017, and 100,000 shares of which vested on April 30, 2018.

Explanatory Note

Due to an oversight that occurred in 2021 as explained below, this Schedule 13G/A was not timely filed.

The Reporting Person has filed a separate Schedule 13G/A immediately prior to the filing of this 13G/A to correct a Schedule 13G/A filed on February 21, 2021, which inadvertently omitted 50,000 shares held by a charitable foundation of which the Reporting Person serves as sole trustee, and with respect to which the Reporting Person disclaims beneficial ownership. This Schedule 13G/A was required to be filed by February 14, 2023, because a sale of 4,260 of such shares by the charitable foundation was completed during 2022. The Reporting Person does not have any pecuniary or other economic interest in the shares held by the charitable foundation, nor in any transactions with respect to such shares.

Item 1 (a). Name of Issuer:

MicroStrategy Incorporated

Item 1 (b). Address of Issuer’s Principal Executive Offices:

1850 Towers Crescent Plaza

Tysons Corner, VA 22182

Item 2 (a). Name of Person Filing:

Michael J. Saylor

Item 2 (b). Address of Principal Business Office:

1850 Towers Crescent Plaza

Tysons Corner, VA 22182

Item 2 (c). Citizenship:

United States

Item 2 (d). Title of Class of Securities:

Class A Common Stock

Item 2 (e). CUSIP Number:

594972 40 8

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable

Item 4. Ownership:

(a) Amount Beneficially Owned: 2,407,408 shares

(b) Percent of Class: 20.2%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 2,407,408 shares

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of: 2,407,408 shares

(iv) shared power to dispose or to direct the disposition of:

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable

Item 8. Identification and Classification of Members of the Group:

See Exhibit 1.

Item 9. Notice of Dissolution of Group:

Not applicable

Item 10. Certifications:

Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: April 7, 2023		/s/ Michael J. Saylor
		Michael J. Saylor
		Alcantara LLC
	by:	/s/ Michael J. Saylor
		Michael J. Saylor, Sole Member