Sec Form 4 Filing - Fernandez Henry A @ MSCI Inc. - 2016-02-08

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 Fernandez Henry A 2. Issuer Name and Ticker or Trading Symbol MSCI Inc. [ MSCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO and President (Last) (First) (Middle) MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH ST 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2016 (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 02/08/2016 A 29,551 ( 1 ) A $ 0 1,282,788 D Common Stock 02/08/2016 A 29,549 ( 2 ) A $ 0 1,312,337 D Common Stock 02/08/2016 F 16,484 ( 3 ) D $ 63.16 1,295,853 D Common Stock 02/09/2016 G V 87,756 D $ 0 0 ( 4 ) I By 2012 GRAT ( 5 ) Common Stock 02/09/2016 G V 87,756 A $ 0 314,479 ( 4 ) I By Fernandez 2007 Children's Trust Common Stock 7,900 I By Son Common Stock 3,625 I By Son Com mon Stock 730 I By Daughter

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fernandez Henry A MSCI INC. 7 WORLD TRADE CENTER, 250 GREENWICH ST NEW YORK, NY10007 X Chairman, CEO and President Signatures /s/ Cecilia Aza, attorney-in-fact 02/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of shares of common stock issued following the vesting of performance stock units ("PSUs") on January 28, 2014, upon certification by the MSCI Inc. Compensation Committee of the achievement of certain cumulative performance metrics for the 2014 and 2015 fiscal years. ( 2 )Stock units vesting on December 31, 2016. Each stock unit represents a contingent right to receive one share of common stock. ( 3 )Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 29,551 PSUs. ( 4 )Amount reflects the distribution and transfer on February 9, 2016 of 87,756 shares from the 2012 GRAT to the Fernandez 2007 Children's Trust. ( 5 )The Reporting Person is trustee and sole annuitant.

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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