Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Bansal, Sanju K.

2. Issuer Name and Ticker or Trading Symbol
MicroStrategy Incorporated (MSTR)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Vice Chairman, Executive Vice President and Chief Operating Officer

(Last)      (First)     (Middle)

c/o MicroStrategy Incorporated
1861 International Drive

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
February 26, 2003

(Street)

McLean, VA 22102

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

2/26/03

 

S

 

5,000

D

$21.25

 

 

Class A Common Stock

2/26/03

 

S

 

2,500

D

$21.30

41,900

I

Shares owned by LLC(1)

Class A Common Stock

 

 

 

 

 

 

 

50,000

I

Shares owned by Trust(3)
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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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

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

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Options (Right to buy)

$20.69

 

 

 

 

 

2/8/04

2/8/13

Class A Common Stock

20,000

 

20,000(4)

D

 

Employee Stock Options (Right to buy)

$20.69

 

 

 

 

 

2/8/05

2/8/13

Class A Common Stock

20,000

 

20,000(4)

D

 

Employee Stock Options (Right to buy)

$20.69

 

 

 

 

 

2/8/06

2/8/13

Class A Common Stock

20,000

 

20,000(4)

D

 

Employee Stock Options (Right to buy)

$20.69

 

 

 

 

 

2/8/07

2/8/13

Class A Common Stock

20,000

 

20,000(4)

D

 

Employee Stock Options (Right to buy)

$20.69

 

 

 

 

 

2/8/08

2/8/13

Class A Common Stock

20,000

 

20,000(4)

D

 

Class B Common Stock

1-for-1

 

 

 

 

 

 

Immed.

 

Class A Common Stock

 

 

669,087

I

Shares owned by LLC(1)

Class B Common Stock

1-for-1

 

 

 

 

 

 

Immed.

 

Class A Common Stock

 

 

38,305

I

Shares owned by Trust(2)

Class B Common Stock

1-for-1

 

 

 

 

 

 

Immed.

 

Class A Common Stock

 

 

2,357

D

 

Explanation of Responses:

(1) These shares are owned directly by Shangri-La LLC (the "LLC"), and indirectly by Sanju K. Bansal as the sole member of the LLC. The LLC's address is the same as Mr. Bansal's address. The LLC has designated Mr. Bansal as the designated filer. Mr. Bansal is an officer and a director of the issuer.
(2) These shares are owned directly by Sanjeev K. Bansal Qualified Annuity Trust #2.
(3) These shares are owned directly by Sanjeev K. Bansal Qualified Annuity Trust #3.
(4) The granting of this stock option is subject to stockholder approval of an amendment to the issuer's Amended and Restated 1999 Stock Option Plan, which amendment, if approved, will increase the number of shares of Class A Common Stock available for issuance under such plan to an aggregate of 3,850,000 and increase the annual per-participant limit to 1,000,000 shares.
  By: /s/ Sanju K. Bansal
             Individually and as the Sole Member of Shangri-La LLC
**Signature of Reporting Person		 02/27/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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