MICROSTRATEGY Inc MSTR

expiry = 2020-09-10...ion in Value of its Class A Common Stock At a Cash Purchase Price Not Greater than $140.00 per Share Nor Less than $122.00 per Share CUSIP: 594972408 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 10, 2020, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). MicroStrategy Incorporated, a Delaware corporation (the “Company,” “MicroStrategy,” “we,” “us” or “our”), invites our stockho...

listed = True...utstanding Common Shares and 7.4% of the total voting power of our capital stock. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on The Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “MSTR.” On August 10, 2020, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $123.62 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tende...

mechanism = DUTCH...elieve that the repurchase of Shares pursuant to the Offer is consistent with our capital allocation strategy and goal of maximizing value for our stockholders. Furthermore, we believe that the Offer represents a more productive use of the Company’s cash. The modified Dutch auction tender offer set forth in this Offer to Purchase provides our stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company if they so elect. The Offer also provides our stockholders with an efficient way to sell their Shares without incurring b...

must_tender_all = True...n are properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; 12 • second, after purchasing all Odd Lots that were properly tendered at or...

price = USD 122.0-140.0...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Final Purchase Price is $122.00 to $140.00 per Share. The Final Purchase Price will be a single per Share price, equal to the lowest single purchase price, not greater than $140.00 nor less than $122.00 per Share, that would allow us to purchase $250 million in...

threshold = 100...mpany. Therefore, because of “Odd Lot” priority, proration and conditional tender provisions described above, we may not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. See Section 1 and Section 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you (i) own, beneficially or of record, fewer than 100 Shares in the aggregate; (ii) properly tender all of these Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date; and (iii) complete the section(s) entitled “Odd Lots”...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d78323dex99a1i.htm EX-99.(A)(1)(I) EX-99.(a)(1)(i) Exhibit (a)(1)(i) Offer to Purchase by MicroStrategy Incorporated Up to $250 Million in Value of its Class A Common Stock At a Cash Purchase Price Not Greater than $140.00 per Share Nor Less than $122.00 per Share CUSIP: 594972408 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 10, 2020, UNLESS THE OFFER IS EXTEN...