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*

Terkowitz, Ralph S.

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
    Officer (give title below)          Other (specify below)

                                                  

(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 24, 2003

(Street)

McLean, VA 22102

5. If Amendment,
Date of Original
(Month/Day/Year)
February 26, 2003		 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

2/24/03

 

M

 

3,000

A

$5.000

 

 

Class A Common Stock

2/24/03

 

S

 

713

D

$21.530

 

 

Class A Common Stock

2/24/03

 

G(1)

V

712

D

 

 

 

 

Class A Common Stock

2/24/03

 

G(2)

V

1,043

D

 

532

I

Shares owned by LLC(3)

Class A Common Stock

2/24/03

 

G(1)

V

712

A

 

 

 

 

Class A Common Stock

2/24/03

 

S

 

712

D

$21.520

100

I

Shares held in fiduciary capacity for Child #1

Class A Common Stock

2/24/03

 

G(2)

V

1,043

A

 

 

 

 

Class A Common Stock

2/24/03

 

S

 

943

D

$21.500

 

 

Class A Common Stock

2/24/03

 

S

 

100

D

$21.503

100

I

Shares held in fiduciary capacity for Child #2
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).

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
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

Director Stock Options (right to buy)

$5.00

2/24/03

 

M

 

 

3,000

7/24/02

7/24/12

Class A Common Stock

3,000

 

0

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$20.69

 

 

 

 

 

 

2/8/04

2/8/13

Class A Common Stock

3,400

 

3,400

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$20.69

 

 

 

 

 

 

2/8/05

2/8/13

Class A Common Stock

3,400

 

3,400

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$20.69

 

 

 

 

 

 

2/8/06

2/8/13

Class A Common Stock

3,400

 

3,400

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$20.69

 

 

 

 

 

 

2/8/07

2/8/13

Class A Common Stock

3,400

 

3,400

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$20.69

 

 

 

 

 

 

2/8/08

2/8/13

Class A Common Stock

3,400

 

3,400

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$32.50

 

 

 

 

 

 

7/17/01

7/17/11

Class A Common Stock

3,000

 

3,000

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$90.625

 

 

 

 

 

 

2/23/01

2/23/11

Class A Common Stock

2,000

 

2,000

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$385.63

 

 

 

 

 

 

6/19/05

6/19/10

Class A Common Stock

1,000

 

1,000

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$113.75

 

 

 

 

 

 

5/21/04

5/21/09

Class A Common Stock

1,000

 

1,000

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$60.00

 

 

 

 

 

 

6/4/03

6/4/08

Class A Common Stock

1,000

 

1,000

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$12.50

 

 

 

 

 

 

10/1/99

10/1/07

Class A Common Stock

1,800

 

1,800

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$12.50

 

 

 

 

 

 

10/1/00

10/1/07

Class A Common Stock

1,800

 

1,800

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$12.50

 

 

 

 

 

 

10/1/01

10/1/07

Class A Common Stock

1,800

 

1,800

I

Shares owned by LLC(3)

Director Stock Options (right to buy)

$12.50

 

 

 

 

 

 

10/1/02

10/1/07

Class A Common Stock

1,800

 

1,800

I

Shares owned by LLC(3)

Explanation of Responses:

(1) These shares were transferred to Mr. Terkowitz in fiduciary capacity for one of his children ("Child #1").
(2) These shares were transferred to Mr. Terkowitz in fiduciary capacity for one of his children ("Child #2").
(3) These shares are owned directly by Ciabatta LLC (the "LLC"). The shares are owned indirectly by Mr. Terkowitz as a managing member of the LLC.
  By: /s/ Ralph S. Terkowitz
             Individually and as managing member of Ciabatta LLC
**Signature of Reporting Person		 02/28/03
Date

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

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

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