Sec Form 4 Filing - BANSAL SANJU K @ MICROSTRATEGY INC - 2012-03-07

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
BANSAL SANJU K
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
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman, EVP and COO
(Last) (First) (Middle)
C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2012
(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 03/09/2012 C 12,900 A 0 ( 2 ) I Shares owned by LLC ( 3 )
Class A Common Stock 03/09/2012 C 4,623 A 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 23 D $ 128.74 0 ( 4 ) ( 5 ) D
Class A Common Stock 03/07/2012 S 500 D $ 128.93 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 128.94 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 128.98 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 400 D $ 129 12,500 ( 2 ) I Shares owned by LLC
Class A Common Stock 03/07/2012 S 500 D $ 129.02 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 300 D $ 129.03 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.04 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 600 D $ 129.09 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.13 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.15 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 400 D $ 129.16 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 200 D $ 129.2 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.21 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.215 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.22 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 300 D $ 129.28 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 100 D $ 129.37 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 500 D $ 129.38 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 200 D $ 129.39 0 ( 4 ) D
Class A Common Stock 03/07/2012 S 200 D $ 129.43 0 ( 4 ) 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
Class B Common Stock ( 6 ) 03/09/2012 C 12,900 ( 6 ) ( 6 ) Class A Common Stock 12,900 ( 6 ) 267,100 I Shares owned by LLC
Class B Common Stock ( 6 ) 03/09/2012 C 4,623 ( 6 ) ( 6 ) Class A Common Stock 4,623 ( 6 ) 2,357 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BANSAL SANJU K
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA
TYSONS CORNER, VA22182
X Vice Chairman, EVP and COO
Signatures
/s/ W. Ming Shao, Attorney-in-Fact 03/09/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were acquired upon conversion of shares of Class B Common Stock, which were convertible on a 1-for-1 basis into shares of Class A Common Stock.
( 2 )The reporting person converted 12,900 shares of Class B Common Stock into 12,900 shares of Class A Common Stock on March 9, 2012, 400 of which were converted for the purpose of settling the sale transactions reported on this Form 4 with respect to securities owned by the reporting person indirectly as described in note (3). Upon settlement of all of these sale transactions, the reporting person will beneficially own 12,500 shares of Class A Common Stock indirectly.
( 3 )Shares that are indicated as being "owned by LLC" are owned directly by Shangri-La LLC (the "LLC"), and indirectly by Mr. Bansal as the sole member of the LLC.
( 4 )The reporting person converted 4,623 shares of Class B Common Stock into 4,623 shares of Class A Common Stock on March 9, 2012 for the purpose of settling the sale transactions reported on this Form 4 with respect to securities owned by the reporting person directly. Upon settlement of all of these sale transactions, the reporting person will beneficially own 0 shares of Class A Common Stock directly.
( 5 )Separate open market sale transactions that were executed on the same day at the same price have been reported on an aggregate basis on a single line in Table I. The order in which sale transactions are set forth in Table I is not necessarily reflective of the sequence in which the sale transactions occurred in fact.
( 6 )Shares of Class B Common Stock are convertible immediately upon receipt into shares of Class A Common Stock on a 1-for-1 basis and have no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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