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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                       
1. Name and Address of Reporting Person * Lang Timothy Edwin 2. Issuer Name and Ticker or Trading Symbol MICROSTRATEGY Inc [ MSTR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SEVP & CTO
(Last)          (First)          (Middle)
C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA		 3. Date of Earliest Transaction (MM/DD/YYYY)
2/9/2023
(Street)
TYSONS CORNER, VA 22182
(City)        (State)        (Zip)
 4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
 6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  2/9/2023    M    10000  A $189.16  12882  D   
Class A Common Stock  2/9/2023    M    10000  A $131.53  22882  D   
Class A Common Stock  2/9/2023    M    10000  A $151.60  32882  D   
Class A Common Stock  2/9/2023    S    4000  D $259.88 (1) 28882  D   
Class A Common Stock  2/9/2023    S    5213  D $261.18 (2) 23669  D   
Class A Common Stock  2/9/2023    S    3937  D $262.11 (3) 19732  D   
Class A Common Stock  2/9/2023    S    749  D $263.07 (4) 18983  D   
Class A Common Stock  2/9/2023    S    900  D $267.42 (5) 18083  D   
Class A Common Stock  2/9/2023    S    6300  D $268.63 (6) 11783  D   
Class A Common Stock  2/9/2023    S    1601  D $269.47 (7) 10182  D   
Class A Common Stock  2/9/2023    S    493  D $270.91 (8) 9689  D   
Class A Common Stock  2/9/2023    S    407  D $272.66 (9) 9282  D   
Class A Common Stock  2/9/2023    S    1534  D $274.05 (10) 7748  D   
Class A Common Stock  2/9/2023    S    1700  D $275.24 (11) 6048  D   
Class A Common Stock  2/9/2023    S    2066  D $276.19 (12) 3982  D   
Class A Common Stock  2/9/2023    S    1100  D $277.28 (13) 2882  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)  $189.16  2/9/2023    M        10000    (14) 3/8/2027  Class A Common Stock  10000  $0.00  0 (15) D   
Employee Stock Option (Right to buy)  $131.53  2/9/2023    M        10000    (16) 2/8/2028  Class A Common Stock  10000  $0.00  0 (15) D   
Employee Stock Option (Right to buy)  $151.60  2/9/2023    M        10000    (17) 11/22/2029  Class A Common Stock  10000  $0.00  5000 (15) D   

Explanation of Responses:
(1)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.27 to $260.26, 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 ranges set forth in this footnote.
(2)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.70 to $261.68, 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 ranges 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 $261.70 to $262.68, 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 ranges 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 $262.72 to $263.37, 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 ranges 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 $267.13 to $268.03, 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 ranges 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 $268.26 to $268.98, 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 ranges 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 $269.43 to $269.68, 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 ranges 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 $270.55 to $271.42, 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 ranges 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 $272.50 to $272.88, 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 ranges 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 $273.61 to $274.53, 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 ranges set forth in this footnote.
(11)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.94 to $275.54, 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 ranges set forth in this footnote.
(12)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.94 to $276.87, 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 ranges set forth in this footnote.
(13)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.94 to $277.61, 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 ranges set forth in this footnote.
(14)  Of the 10,000 shares exercised on February 9, 2023 pursuant to this option, 2,500 shares vested on March 8, 2020 and 7,500 shares vested on March 8, 2021.
(15)  See Exhibit A.
(16)  The 10,000 shares exercised on February 9, 2023 pursuant to this option vested on February 8, 2022.
(17)  Of the 10,000 shares exercised on February 9, 2023 pursuant to this option, 5,000 shares vested on November 22, 2021 and 5,000 shares vested on November 22, 2022. The remaining 5,000 shares subject to this option are scheduled to vest on November 22, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lang Timothy Edwin
C/O MICROSTRATEGY INCORPORATED
1850 TOWERS CRESCENT PLAZA
TYSONS CORNER, VA 22182

SEVP & CTO

Signatures
/s/ Joseph Phillips, Attorney-in-Fact 2/10/2023
**Signature of Reporting Person Date

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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