Sec Form 3 Filing - West Michael L @ MOODYS CORP /DE/ - 2019-11-01

FORM 3 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 West Michael L 2. Issuer Name and Ticker or Trading Symbol MOODYS CORP /DE/ [ MCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Moody's Investors (Last) (First) (Middle) 7 WORLD TRADE CENTER, 250 GREENWICH STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2019 (Street) NEW YORK, NY10007 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 43,914.66 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) $ 80.81 02/12/2017( 1 ) 02/12/2026 Common Stock 3,053 D Employee Stock Option (right to buy) $ 113.34 02/23/2018( 2 ) 02/23/2027 Common Stock 2,594 D Employee Stock Option (right to buy) $ 167.5 02/16/2019( 3 ) 02/16/2028 Common Stock 3,706 D Employee Stock Option (right to buy) $ 173.58 02/25/2020( 4 ) 02/25/2029 Common Stock 3,944 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other West Michael L 7 WORLD TRADE CENTER 250 GREENWICH STREET NEW YORK, NY10007 President, Moody's Investors Signatures Elizabeth McCarroll by power of attorney for Michael L. West 11/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option, representing a right to purchase a total of 12,211 shares, became exercisable in four equal annual installments beginning on February 12, 2017. The final installment will vest and become exercisable on Febuary 12, 2020. ( 2 )The option, representing a right to purchase a total of 5,187 shares, became exercisable in four equal annual installments beginning on February 23, 2018. The final two installments will vest and become exercisable on February 23, 2020 and February 23, 2021. ( 3 )The option, representing a right to purchase a total of 3,706 shares, became exercisable in four equal annual installments beginning on February 16, 2019. The remaining three installments will vest and become exercisable on February 16, 2020, February 16, 2021 and February 16, 2022. ( 4 )The option will vest and become exercisable in four equal annual installments beginning on Febuary 25, 2020.

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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