Edgar Filing: KLEIN JONATHAN F

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KLEIN JONATHAN F

2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY INC [MSTR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Law & General Counsel

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED, 1861 INTERNATIONAL DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2010

(Street)

MCLEAN, VA 22102

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/03/2010		M		1,500	A	$ 4.7	1,500	D
Class A Common Stock	09/03/2010		M		1,500	A	$ 20.69	3,000	D
Class A Common Stock	09/03/2010		S		3,000	D	$ 81.27	0 ⁽¹⁾	D
Class A Common Stock	09/07/2010		M		400	A	$ 4.7	400	D
Class A Common Stock	09/07/2010		M		407	A	$ 20.69	807	D
Class A Common Stock	09/07/2010		S		800	D	$ 81.67	7	D
Class A Common Stock	09/07/2010		S		7	D	$ 81.6701	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 4.7

09/03/2010

1,500

⁽²⁾

07/26/2012

Class A Common Stock

1,500

$ 0

35,272

Employee Stock Option (right to buy)

$ 20.69

09/03/2010

1,500

⁽³⁾

02/08/2013

Class A Common Stock

1,500

$ 0

35,535

Employee Stock Option (right to buy)

$ 4.7

09/07/2010

400

⁽⁴⁾

07/26/2012

Class A Common Stock

400

$ 0

34,872

Employee Stock Option (right to buy)

$ 20.69

09/07/2010

407

⁽⁵⁾

02/08/2013

Class A Common Stock

407

$ 0

35,128 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLEIN JONATHAN F C/O MICROSTRATEGY INCORPORATED 1861 INTERNATIONAL DRIVE MCLEAN, VA 22102			EVP, Law & General Counsel

Signatures

/s/ Jonathan F. Klein		09/08/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Separate open market sale transactions that were executed on the same day at the same price have been reported on an aggregate basis on a single line in Table I. The order in which sale transactions are set forth in Table I is not necessarily reflective of the sequence in which the sale transactions occurred in fact.
(2)	The 1,500 shares exercised on 09/03/2010 pursuant to this stock option vested on 07/26/2004. Of the remaining 35,272 shares subject to the stock option, 272 shares vested on 07/26/2004; 17,500 shares vested on 07/26/2005; and 17,500 shares vested on 07/26/2006.
(3)	The 1,500 shares exercised on 09/03/2010 pursuant to this stock option vested on 02/08/2005. Of the remaining 35,535 shares subject to the stock option, 5,535 shares vested on 02/08/2005; 10,000 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008.
(4)	Of the 400 shares exercised on 09/07/2010 pursuant to this stock option, 272 shares vested on 07/26/2004 and 128 shares vested on 07/26/2005. Of the remaining 34,872 shares subject to the stock option, 17,372 shares vested on 07/26/2005 and 17,500 shares vested on 07/26/2006.
(5)	The 407 shares exercised on 09/07/2010 pursuant to this stock option vested on 02/08/2005. Of the remaining 35,128 shares subject to the stock option, 5,128 shares vested on 02/08/2005; 10,000 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008.
(6)	See Exhibit A.

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