Material Event - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 9, 2021

MICROSTRATEGY INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		0-24435		51-0323571
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1850 Towers Crescent Plaza Tysons Corner, Virginia		22182
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (703)848-8600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filingis intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 underthe Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communicationspursuant to Rule 14d-2(b) underthe Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communicationspursuant to Rule 13e-4(c) underthe Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on which Registered
Class A common stock, par value $0.001 per share		MSTR		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 ofthe Securities Exchange Act of 1934 (§240.12b-2 ofthis chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On December 9, 2021, MicroStrategy Incorporated (the "Company") announced that, during the period between November 29, 2021 and December 8, 2021, the Company purchased approximately 1,434 bitcoins for approximately $82.4 million in cash, at an average price of approximately $57,477 per bitcoin, inclusive of fees and expenses. As of December 8, 2021, the Company held approximately 122,478 bitcoins that were acquired at an aggregate purchase price of $3.66 billion and an average purchase price of approximately $29,861 per bitcoin, inclusive of fees and expenses.

As previously disclosed, on June 14, 2021, the Company entered into an Open Market Sale Agreement^SM (the "Sale Agreement") with Jefferies LLC, as agent ("Jefferies"), pursuant to which the Company may issue and sell shares of its class A common stock, par value $0.001 per share ("Shares"), having an aggregate offering price of up to $1.0 billion from time to time through Jefferies. On December 9, 2021, the Company also announced that, during the period between November 29, 2021 and December 8, 2021, the Company issued and sold an aggregate of 119,828 Shares under the Sale Agreement, at an average gross price per Share of approximately $693.10, for aggregate net proceeds to the Company (less sales commissions and expenses) of approximately $82.4 million.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 9, 2021			MicroStrategy Incorporated (Registrant)
		By:		/s/ W. Ming Shao
		Name:		W. Ming Shao
		Title:		Senior Executive Vice President & General Counsel