Sec Form 4 Filing - SAYLOR MICHAEL J @ MICROSTRATEGY Inc - 2024-03-07

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 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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1. Name and Address of Reporting Person SAYLOR MICHAEL J 2. Issuer Name and Ticker or Trading Symbol MICROSTRATEGY Inc [ MSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) TYSONS CORNER, VA22182 4. If Amendment, Date Original Filed (MM/DD/YY) 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)

< td style="text-align: center;"> Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 03/07/2024 M( 1 ) 5,000 A $ 121.43 5,000 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,232.64 4,900 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,237 4,800 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,239 4,700 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,246 4,600 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,247.73 4,500 D Class A Common Stock 03/07/2024 S( 1 ) 300 D $ 1,259.94 ( 2 ) 4,200 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,261 4,100 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,262.36 4,000 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,263.96 3,900 D Class A Common Stock 03/07/2024 S( 1 ) 200 D $ 1,266.6 ( 3 ) 3,700 D Class A Common Stock 03/07/2024 S( 1 ) 300 D $ 1,270.3 ( 4 ) 3,400 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,273.67 3,300 D Class A Common Stock 03/07/2024 S( 1 ) 200 D $ 1,275 3,100 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,276.14 3,000 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,278.47 2,900 D Class A Common Stock 03/07/2024 S( 1 ) 200 D $ 1,280 ( 5 ) 2,700 D Class A Common Stock 03/07/2024 S( 1 ) 506 D $ 1,281.37 ( 6 ) 2,194 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,284.24 2,094 D Class A Common Stock 03/07/2024 S( 1 ) 402 D $ 1,285.15 ( 7 ) 1,692 D Class A Common Stock 03/07/2024 S( 1 ) 300 D $ 1,286.35 ( 8 ) 1,392 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,287.99 1,292 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,289 1,192 D Class A Common Stock 03/07/2024 S( 1 ) 200 D $ 1,294.25 ( 9 ) 992 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,295.91 892 D Class A Common Stock 03/07/2024 S( 1 ) 392 D $ 1,299.93 ( 10 ) 500 D Class A Common Stock 03/07/2024 S( 1 ) 200 D $ 1,303 300 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,307.99 200 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,310 100 D Class A Common Stock 03/07/2024 S( 1 ) 100 D $ 1,315 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to buy) $ 121.43 03/07/2024 M 5,000 ( 11 ) 04/30/2024 Class A Common Stock 5,000 $ 0 170,000 D Class B Common Stock ( 12 ) ( 12 ) ( 12 ) Class A Common Stock 1,961,668 1,961,668 I Shares owned by LLC ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAYLOR MICHAEL J C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA22182 X X Executive Chairman Signatures /s/ Joseph Phillips, Attorney-in-Fact 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 19, 2023. ( 2 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,259.85 to $1,260.00, 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 range set forth in this footnote. ( 3 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,266.37 to $1,266.83, 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 range set forth in this footnote. ( 4 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,269.99 to $1,270.55, 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 range set forth in this footnote. ( 5 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,279.99 to $1,280.00, 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 range set forth in this footnote. ( 6 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,281.00 to $1,281.84, 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 range set forth in this footnote. ( 7 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,285.00 to $1,285.60, 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 range set forth in this footnote. ( 8 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,286.17 to $1,286.50, 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 range set forth in this footnote. ( 9 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,294.00 to $1,294.50, 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 range set forth in this footnote. ( 10 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,299.73 to $1,300.02, 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 range set forth in this footnote. ( 11 )The option vested in four equal installments on April 30, 2015, 2016, 2017 and 2018. The option is fully vested and exercisable. ( 12 )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. ( 13 )Shares that are indicated as being "owned by LLC" are owned directly by Alcantara LLC (the "LLC"), and indirectly by Mr. Saylor as the sole member of the LLC.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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