Sec Form 4 Filing - Williams David W @ Morningstar, Inc. - 2013-10-31

Insider filing report for Changes in Beneficial Ownership
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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
Williams David W
2. Issuer Name and Ticker or Trading Symbol
Morningstar, Inc. [ MORN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Head of Design and Marketing
(Last) (First) (Middle)
C/O MORNINGSTAR, INC., 22 WEST WASHINGTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2013
(Street)
CHICAGO, IL60602
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
Common Stock 10/31/2013 M 9,732 A $ 21.3058 ( 2 ) 42,074 D
Common Stock 10/31/2013 S( 1 ) 3,164 D $ 80.4546 ( 3 ) 38,910 D
Common Stock 10/31/2013 S( 1 ) 1,702 D $ 81.1145 ( 4 ) 37,208 D
Common Stock (Restricted Stock Units) 10/31/2013 A 9 ( 6 ) A $ 0 37,217 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
Employee Stock Option (Right to Buy) $ 21.3058 ( 2 ) 10/31/2013 M 9,732 ( 5 ) 12/01/2014 Common Stock 9,732 $ 0 19,266 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Williams David W
C/O MORNINGSTAR, INC.
22 WEST WASHINGTON STREET
CHICAGO, IL60602
Head of Design and Marketing
Signatures
/s/ Heidi Miller, by power of attorney 11/01/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2013.
( 2 )The exercise price increases over the term of the option at a rate equal to the 10-year Treasury bond yield as of the date of grant ($14.70). On October 31, 2013, the exercise price was $21.3058.
( 3 )The transaction was executed in multiple trades at prices ranging from $79.97 to $80.93. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
( 4 )The transaction was executed in multiple trades at prices ranging from $81.03 to $81.26. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
( 5 )The options become exercisable in four equal installments on May 1, 2005, 2006, 2007, and 2008.
( 6 )Includes 9.8571 restricted stock units acquired on October 31, 2013 pursuant to a dividend reinvestment feature of the Morningstar, Inc. 2011 Stock Incentive Plan.

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).
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