SEC Form 4 · accession 0001209191-17-038931
Strategy Inc · MSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wei-Ming Shao
Officer — SEVP & General Counsel
Period of report
Jun 7, 2017
Accepted (ET)
Jun 9, 2017 · 5:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001050446
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jun 7, 2017 | M | 1,000 | $119.02 | A | 1,005 | D | |
| Class A Common Stock | Jun 7, 2017 | S | 1,000 | $181.97 | D | 5 | D | |
| Class A Common Stock | Jun 9, 2017 | M | 1,400 | $119.02 | A | 1,405 | D | |
| Class A Common StockF1 | Jun 9, 2017 | S | 1,400 | $184.66 | D | 5 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to buy)F3,F2 | $119.02 | Jun 7, 2017 | M | 1,000 | D | — | May 4, 2024 | Class A Common Stock | 1,000 | 14,000 | D |
| Employee Stock Option (Right to buy)F3,F4 | $119.02 | Jun 9, 2017 | M | 1,400 | D | — | May 4, 2024 | Class A Common Stock | 1,400 | 12,600 | D |
Explanation of responses
- F1The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.03 to $185.28, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.
- F2The 1,000 shares exercised on June 7, 2017 pursuant to this option vested on May 4, 2016. Of the remaining 14,000 shares subject to this option, 4,000 shares vested on May 4, 2016, 5,000 shares vested on May 4, 2017, and 5,000 shares are scheduled to vest on May 4, 2018.
- F3Mr. Shao also directly owns an employee stock option to purchase 10,000 shares of Class A common stock with (i) an exercise price of $165.01 per share and (ii) an expiration date of February 2, 2025. Of the 10,000 shares subject to this option, 2,500 shares vested on February 2, 2016, 2,500 shares vested on February 2, 2017, 2,500 shares are scheduled to vest on February 2, 2018, and 2,500 shares are scheduled to vest on February 2, 2019.
- F4The 1,400 shares exercised on June 9, 2017 pursuant to this option vested on May 4, 2016. Of the remaining 12,600 shares subject to this option, 2,600 shares vested on May 4, 2016, 5,000 shares vested on May 4, 2017, and 5,000 shares are scheduled to vest on May 4, 2018.