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)
03/07/2012

(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	03/09/2012		C		12,900	A	⁽¹⁾	0 ⁽²⁾	I	Shares owned by LLC ⁽³⁾
Class A Common Stock	03/09/2012		C		4,623	A	⁽¹⁾	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		23	D	$ 128.74	0 ⁽⁴⁾ ⁽⁵⁾	D
Class A Common Stock	03/07/2012		S		500	D	$ 128.93	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 128.94	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 128.98	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		400	D	$ 129	12,500 ⁽²⁾	I	Shares owned by LLC
Class A Common Stock	03/07/2012		S		500	D	$ 129.02	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		300	D	$ 129.03	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.04	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		600	D	$ 129.09	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.13	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.15	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		400	D	$ 129.16	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		200	D	$ 129.2	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.21	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.215	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.22	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		300	D	$ 129.28	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		100	D	$ 129.37	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		500	D	$ 129.38	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		200	D	$ 129.39	0 ⁽⁴⁾	D
Class A Common Stock	03/07/2012		S		200	D	$ 129.43	0 ⁽⁴⁾	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

Class B Common Stock

⁽⁶⁾

03/09/2012

12,900

⁽⁶⁾

Class A Common Stock

12,900

⁽⁶⁾

267,100

Shares owned by LLC

Class B Common Stock

⁽⁶⁾

03/09/2012

4,623

⁽⁶⁾

Class A Common Stock

4,623

⁽⁶⁾

2,357

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		03/09/2012
^**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 12,900 shares of Class B Common Stock into 12,900 shares of Class A Common Stock on March 9, 2012, 400 of which were converted for the purpose of settling the sale transactions reported on this Form 4 with respect to securities owned by the reporting person indirectly as described in note (3). Upon settlement of all of these sale transactions, the reporting person will beneficially own 12,500 shares of Class A Common Stock indirectly.
(3)	Shares that are indicated as being "owned by LLC" are owned directly by Shangri-La LLC (the "LLC"), and indirectly by Mr. Bansal as the sole member of the LLC.
(4)	The reporting person converted 4,623 shares of Class B Common Stock into 4,623 shares of Class A Common Stock on March 9, 2012 for the purpose of settling the sale transactions reported on this Form 4 with respect to securities owned by the reporting person directly. Upon settlement of all of these sale transactions, the reporting person will beneficially own 0 shares of Class A Common Stock directly.
(5)	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.
(6)	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.

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