Edgar Filing: SAYLOR MICHAEL J

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

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)
Chairman, President and CEO

(Last)

(First)

(Middle)

C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2011

(Street)

TYSONS CORNER, VA 22182

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	12/06/2011		S		1	D	$ 124.98	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		1,301	D	$ 125	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		600	D	$ 125.02	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		400	D	$ 125.05	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		300	D	$ 125.061	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		100	D	$ 125.068	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		2,099	D	$ 125.1	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		200	D	$ 125.11	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		500	D	$ 125.2	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		400	D	$ 125.21	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		200	D	$ 125.212	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		100	D	$ 125.214	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		100	D	$ 125.225	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		500	D	$ 126	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/06/2011		S		100	D	$ 126.14	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		3,962	D	$ 122.5	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		2,046	D	$ 122.55	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		100	D	$ 122.61	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		392	D	$ 122.67	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		496	D	$ 122.7	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		4	D	$ 122.72	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		3,193	D	$ 122.75	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		200	D	$ 122.8	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		200	D	$ 122.81	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		1,793	D	$ 122.94	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		10	D	$ 122.96	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		1,301	D	$ 122.98	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		603	D	$ 122.99	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		100	D	$ 122.992	0 ⁽¹⁾	I	Shares owned by LLC
Class A Common Stock	12/07/2011		S		100	D	$ 122.994	0 ⁽¹⁾	I	Shares owned by LLC

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SAYLOR MICHAEL J C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA 22182	X	X	Chairman, President and CEO
ALCANTARA LLC C/O MICHAEL J. SAYLOR 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA 22182		X

Signatures

/s/ W. Ming Shao, Attorney-in-Fact		12/08/2011
^**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)	The reporting persons converted 49,048 shares of Class B Common Stock into 49,048 shares of Class A Common Stock on December 8, 2011 for the purpose of settling the sale transactions reported on the Forms 4 filed by the reporting persons on December 8, 2011. Upon settlement of all of these sale transactions, the reporting persons will beneficially own 0 shares of Class A Common Stock.
Remarks: This is the second Form 4 of three Form 4 filings made by the reporting persons to report transactions that occurred on December 6, 2011, December 7, 2011, and December 8, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.