Sec Form 4 Filing - Fernandez Henry A @ MSCI Inc. - 2019-11-22

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 and CEO (Last) (First) (Middle) MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH ST. 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2019 (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 11/22/2019 M 49,774 A $ 36.7 1,717,813 D Common Stock 11/22/2019 S 20,773 ( 1 ) D $ 256.26 ( 2 ) 1,697,040 D Common Stock 11/22/2019 S 9,100 ( 1 ) D $ 257.49 ( 3 ) 1,687,940 D Common Stock 314,479 I By Fernandez 2007 Children's Trust Common Stock 7,900 I By Son Common Stock 3,625 I By Son Common Stock 730 I By Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , put s, 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 Option to purchase common stock $ 36.7 11/22/2019 M 49,774 ( 4 ) 12/14/2020 Common Stock 49,774 $ 0 0 D

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 and CEO Signatures /s/ Kelly Diep, attorney-in-fact 11/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a "sale to cover" transaction in connection with the Reporting Person's exercise of stock options to satisfy (i) the payment of theapplicable exercise price of the stock options and (ii) the applicable tax withholding requirement arising from the exercise of the stock options. ( 2 )This transaction was executed in multiple trades at prices ranging from $256.00 to $256.99. The price reported above reflects the weightedaverage sales price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the issuer or the security holders of theissuer full information regarding the number of shares and prices at which each transaction was effected. ( 3 )This transaction was executed in multiple trades at prices ranging from $257.01 to $257.67. The price reported above reflects the weightedaverage sales price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the issuer or the security holders of theissuer full information regarding the number of shares and prices at which each transaction was effected. ( 4 )The 49,774 stock options, which represent a tranche of an award of stock options that were granted to the Reporting Person on December 14,2010, vested and became exercisable on January 12, 2016, based on the satisfaction of both service and price vesting conditions, in accordancewith the terms of the applicable option award agreement.

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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