Amended Statement of Ownership (sc 13g/a)
07 Abril 2023 - 09:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 17)
MICROSTRATEGY INCORPORATED
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
594972 40 8
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
|
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP NO. 594972 40 8
|
|
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY).
Michael J. Saylor
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☒ (b) ☐
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5 |
|
SOLE VOTING POWER
2,411,668 shares(1)
|
|
|
6 |
|
SHARED VOTING POWER
|
|
|
7 |
|
SOLE DISPOSITIVE POWER
2,411,668 shares(1)
|
|
|
8 |
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,411,668 shares(1)
|
|
10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.2%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
| (1) |
Includes 400,000 shares that may be acquired through
the exercise of a stock option held by Michael J. Saylor, 100,000
shares of which vested on April 30, 2015, 100,000 shares of
which vested on April 30, 2016, 100,000 shares of which vested
on April 30, 2017, and 100,000 shares of which vested on
April 30, 2018.
|
Explanatory Note
The Schedule 13G/A filed by the Reporting Person on
February 12, 2021 inadvertently omitted 50,000 shares of
Class A common stock of MicroStrategy Incorporated (the
“Company”). As previously reported on Form 4 filed on
December 30, 2020, the Reporting Person gifted these shares to
a charitable foundation for no consideration. The charitable
foundation is The Constitution Foundation (the “Foundation”). The
Reporting Person is the sole trustee of the Foundation and in such
capacity the Reporting Person has voting and dispositive authority
over the 50,000 shares held by the Foundation as of
December 31, 2020, and therefore may be deemed to beneficially
own such shares for purposes of Rule 13d-3 of the Securities Exchange Act,
as amended. This filing is being made solely to correct the amount
of securities reported as being beneficially owned by the Reporting
Person as of December 31, 2020. The Reporting Person does not
have any pecuniary or other economic interest in the shares held by
the Foundation, and the Reporting Person disclaims beneficial
ownership of all such shares held by the Foundation.
Item 1 (a). Name of Issuer:
MicroStrategy Incorporated
Item 1 (b). Address of Issuer’s Principal Executive
Offices:
1850 Towers Crescent Plaza
Tysons Corner, VA 22182
Item 2 (a). Name of Person Filing:
Michael J. Saylor
Item 2 (b). Address of Principal Business
Office:
1850 Towers Crescent Plaza
Tysons Corner, VA 22182
Item 2 (c). Citizenship:
United States
Item 2 (d). Title of Class of Securities:
Class A Common Stock
Item 2 (e). CUSIP Number:
594972 40 8
|
Item 3. |
If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
|
| |
(a) |
☐ Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
|
| |
(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
|
| |
(c) |
☐ Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
|
| |
(d) |
☐ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| |
(e) |
☐ An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
| |
(f) |
☐ An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
|
| |
(g) |
☐ A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
|
| |
(h) |
☐ A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
| |
(i) |
☐ A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
|
| |
(j) |
☐ A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
| |
(k) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify
the type of institution: Not applicable
| |
(a) |
Amount Beneficially Owned: 2,411,668 shares
|
| |
(b) |
Percent of Class: 24.2%
|
| |
(c) |
Number of shares as to which such person has:
|
| |
(i) |
sole power to vote or to direct the vote: 2,411,668
shares
|
| |
(ii) |
shared power to vote or to direct the vote:
|
| |
(iii) |
sole power to dispose or to direct the disposition of:
2,411,668 shares
|
| |
(iv) |
shared power to dispose or to direct the disposition
of:
|
| Item 5. |
Ownership of Five Percent or Less of a
Class:
|
Not applicable
|
Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person:
|
Not applicable
|
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person:
|
Not applicable
| Item 8. |
Identification and Classification of Members of the
Group:
|
See Exhibit 1.
| Item 9. |
Notice of Dissolution of Group:
|
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
|
|
|
|
|
|
|
| Date: April 7, 2023 |
|
|
|
|
|
/s/ Michael J. Saylor
|
|
|
|
|
|
|
Michael J. Saylor |
|
|
|
|
|
|
|
|
|
|
Alcantara LLC |
|
|
|
|
|
|
|
|
by: |
|
/s/ Michael J. Saylor
|
|
|
|
|
|
|
Michael J. Saylor, Sole Member |
MicroStrategy (NASDAQ:MSTR)
Gráfico Histórico do Ativo
De Ago 2023 até Set 2023
MicroStrategy (NASDAQ:MSTR)
Gráfico Histórico do Ativo
De Set 2022 até Set 2023
