SEC Form 4 · accession 0000950103-15-004127
MSCI Inc. · MSCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry A Fernandez
Officer — Chairman, CEO and President · Director
Period of report
May 21, 2015
Accepted (ET)
May 26, 2015 · 5:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408198
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 21, 2015 | M | 158,401 | $36.70 | A | 1,220,414 | D | |
| Common Stock | May 21, 2015 | M | 569,720 | $18.00 | A | 1,790,134 | D | |
| Common StockF1 | May 21, 2015 | F | 519,101 | $63.01 | D | 1,271,033 | D | |
| Common StockF2 | holding | — | — | — | 122,651 | I | By 2012 GRAT | |
| Common Stock | holding | — | — | — | 226,723 | I | By Fernandez 2007 Children's Trust | |
| Common Stock | holding | — | — | — | 7,900 | I | By Son | |
| Common Stock | holding | — | — | — | 3,625 | I | By Son | |
| Common Stock | holding | — | — | — | 730 | I | By Daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase common stockF3 | $36.70 | May 21, 2015 | M | 158,401 | D | — | Dec 14, 2020 | Common Stock | 158,401 | 49,774 | D |
| Option to purchase common stockF4 | $18.00 | May 21, 2015 | M | 569,720 | D | — | Nov 14, 2017 | Common Stock | 569,720 | 0 | D |
Explanation of responses
- F1Represents shares of MSCI Inc. common stock underlying the stock options withheld by MSCI Inc. on exercise (i) as payment of the applicable exercise price of the stock options pursuant to the applicable stock option award agreement and (ii) to satisfy the applicable tax withholding requirement arising from the exercise of the stock options.
- F2The Reporting Person is trustee and sole annuitant.
- F3Options to purchase 208,175 shares of MSCI Inc. common stock granted on December 14, 2010, subject to time-vesting and price-vesting conditions. Tranches in the amount of 54,935 options, 52,631 options and 50,835 options time-vested on December 14, 2012, December 14, 2013 and December 14, 2014, respectively. The final tranche in the amount of 49,774 options will time-vest on December 14, 2015. The time-vested option tranches price-vested on December 9, 2013, December 2, 2014 and February 6, 2015, respectively. The final tranche will price-vest if the closing price of MSCI Inc. common stock satisfies the price target of $56.70 for 20 consecutive days following the time-vesting date and prior to the expiration date.
- F4Options to purchase 569,720 shares of MSCI Inc. common stock granted on November 14, 2007, which vested 50% on November 14, 2009 and 25% on November 14 of each of 2010 and 2011.