Sec Form 4 Filing - RICKERTSEN CARL J @ MICROSTRATEGY Inc - 2023-05-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RICKERTSEN CARL J 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) (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2023 (Street) TYSONS CORNER, VA22182 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) ( 1 ) $ 301.63 05/31/2023 A 761 ( 2 ) 05/31/2033 Class A Common Stock 761 $ 0 761 ( 3 ) D Restricted Stock Units ( 1 ) ( 4 ) 05/31/2023 A 497 ( 5 ) ( 5 ) Class A Common Stock 497 $ 0 497 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RICKERTSEN CARL J C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA22182 X Signatures /s/ Joseph Phillips, Attorney-in-Fact 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These grants were made pursuant to the MicroStrategy Incorporated 2023 Equity Incentive Plan ("2023 Plan"), which provides for the annualautomatic grant of equity awards with an aggregate fair value of $300,000 (split evenly between RSUs and options) to each non-employeedirector on May 31 of each year, beginning in 2023. The 2023 Plan was approved by the stockholders of MicroStrategy Incorporated at the 2023annual meeting. ( 2 )This option is scheduled to vest as to 761 shares on the first anniversary of the grant date. ( 3 )See Exhibit A. ( 4 )Each restricted stock unit represents a contingent right to receive one share of MicroStrategy class A common stock. ( 5 )These restricted stock units are scheduled to vest as to 497 shares on the first anniversary of the grant 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 4(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).

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