Graham Stephen X Form 4 MICROSTRATEGY / STEPHEN X GRAHAM ownership change

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^*

GRAHAM STEPHEN X

(Last) (First) (Middle)

C/O MICROSTRATEGY INCORPORATED

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER VA 22182

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

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	11/13/2024		M		30,000	A	$18.236	36,970(1)	D
Class A Common Stock	11/13/2024		S		8,200	D	$379.87(2)	28,770	D
Class A Common Stock	11/13/2024		S		15,700	D	$380.72(3)	13,070	D
Class A Common Stock	11/13/2024		S		6,037	D	$381.9(4)	7,033	D
Class A Common Stock	11/13/2024		S		63	D	$382.47	6,970	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
Director Stock Option (Right to buy)	$18.236(5)	11/13/2024		M			30,000(5)	(5)	05/31/2027	Class A Common Stock	30,000	$0	20,000(6)	D

Explanation of Responses:

1. On August 7, 2024, the Issuer effected a 10-for-1 forward stock split. See Exhibit A for additional information.

2. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $379.21 to $380.14, inclusive. The reporting person undertakes to provide to 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.

3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $380.25 to $381.20, inclusive. The reporting person undertakes to provide to 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.

4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $381.32 to $382.30, inclusive. The reporting person undertakes to provide to 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.

5. As a result of the Stock Dividend, effective August 7, 2024, the exercise price of this option decreased from $182.36 per share to $18.236 per share and the number of shares underlying this option increased from 5,000 shares to 50,000 shares. Of the 30,000 shares exercised on November 13, 2024 pursuant to this option, 12,500 shares vested on May 31, 2018, 12,500 shares vested on May 31, 2019, and 5,000 shares vested on May 31, 2020. Of the remaining 20,000 shares subject to this option, 7,500 shares vested on May 31, 2020 and 12,500 shares vested on May 31, 2021.

6. See Exhibit A.

	/s/ Joseph Phillips, Attorney-in-Fact	11/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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