Edgar Filing: MICROSTRATEGY INC

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 ^*

BANSAL SANJU K

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman, EVP and COO

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012

(Street)

TYSONS CORNER, VA 22182

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	02/21/2012		C		10,000	A	⁽¹⁾	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.54	0 ⁽²⁾ ⁽³⁾	D
Class A Common Stock	02/16/2012		S		300	D	$ 128.55	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		300	D	$ 128.59	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		140	D	$ 128.62	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		203	D	$ 128.63	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.65	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		179	D	$ 128.66	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.67	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		100	D	$ 128.68	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		300	D	$ 128.685	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		400	D	$ 128.69	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		100	D	$ 128.7	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		100	D	$ 128.71	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		100	D	$ 128.73	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.75	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		800	D	$ 128.8	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		100	D	$ 128.82	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.83	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		100	D	$ 128.86	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		300	D	$ 128.87	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		18	D	$ 128.89	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.9	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		300	D	$ 128.92	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 128.97	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		1,000	D	$ 128.98	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		949	D	$ 128.99	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		500	D	$ 129	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		809	D	$ 129.01	0 ⁽²⁾	D
Class A Common Stock	02/16/2012		S		200	D	$ 129.02	0 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Class B Common Stock

⁽⁴⁾

02/21/2012

10,000

⁽⁴⁾

Class A Common Stock

10,000

⁽⁴⁾

30,662 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BANSAL SANJU K C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA 22182	X		Vice Chairman, EVP and COO

Signatures

/s/ W. Ming Shao, Attorney-in-Fact		02/21/2012
^**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)	These shares were acquired upon conversion of shares of Class B Common Stock, which were convertible on a 1-for-1 basis into shares of Class A Common Stock.
(2)	The reporting person converted 10,000 shares of Class B Common Stock into 10,000 shares of Class A Common Stock on February 21, 2012 for the purpose of settling the sale transactions reported on the Forms 4 filed by the reporting person on February 21, 2012. Upon settlement of all of these sale transactions, the reporting person will beneficially own 0 shares of Class A Common Stock.
(3)	Separate open market sale transactions that were executed on 02/16/2012 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.
(4)	Shares of Class B Common Stock are convertible immediately upon receipt into shares of Class A Common Stock on a 1-for-1 basis and have no expiration date.
(5)	See Exhibit A.
Remarks: This is the first Form 4 of two Form 4 filings made by the reporting person to report transactions that occurred on February 16, 2012 and February 21, 2012.

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