MSTR MicroStrategy Inc

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.

 NAMES OF REPORTING PERSONS.

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

  Michael J. Saylor

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☒  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 19,998,580 shares⁽¹⁾⁽²⁾

 SHARED VOTING POWER

 SOLE DISPOSITIVE POWER

 19,998,580 shares⁽¹⁾⁽²⁾

 SHARED DISPOSITIVE POWER

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 19,998,580 shares⁽¹⁾⁽²⁾

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.9%⁽³⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 IN

Reflects the beneficial ownership of shares of class A common stock (“Shares”) by the Reporting Person as of September 30, 2024 and consists of (i) 19,616,680 Shares that were able to be acquired through the conversion of shares of class B common stock held by Alcantara LLC, a Delaware limited liability company, of which the Reporting Person is the sole member, and (ii) 381,900 Shares held by a charitable foundation of which the Reporting Person serves as sole trustee, and with respect to which the Reporting Person disclaims beneficial ownership. The Reporting Person does not have any pecuniary or other economic interest in the Shares held by the charitable foundation, nor in any transactions with respect to such Shares.

Reflects the effects of a 10-for-1 stock split of the issuer’s class A common stock and class B common stock that was effected by means of a stock dividend on August 7, 2024 to the holders of record of the issuer’s class A common stock and class B common stock as of the close of business on August 1, 2024, the record date for the dividend.

This percentage is calculated based on 182,995,000 Shares outstanding as of September 19, 2024 as reported in the issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2024.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

Ownership:

Amount Beneficially Owned: 19,998,580 shares

Percent of Class: 9.9%

Number of shares as to which such person has:

sole power to vote or to direct the vote: 19,998,580 shares

shared power to vote or to direct the vote: 0

sole power to dispose or to direct the disposition of: 19,998,580 shares

shared power to dispose or to direct the disposition of: 0

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Michael J. Saylor

Alcantara LLC

Michael J. Saylor, Sole Member