| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/05/2012 |
3. Issuer Name and Ticker or Trading Symbol
MSCI Inc. [ MSCI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 16,848(1)(2)(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option to Purchase Common Stock | 11/14/2011 | 11/14/2017 | Common Stock | 10,892 | 18 | D | |
| Explanation of Responses: |
| 1. Includes (i) 13,312 restricted stock units (RSUs) vesting and converting to shares of common stock as follows: 2,895 on December 17, 2012, 2,676 on each of December 14, 2012 and 2013, 1,689 on February 2, 2013 and 1,688 on each of February 2, 2014 and 2015, (ii) 1,003 performance stock units (PSUs) representing the minimum payout related to the grant on December 14, 2010 of 2,006 PSUs subject to time- and performance-vesting (2010 PSUs) and (iii) 2,533 PSUs representing the minimum payout related to the grant on February 2, 2012 of 5,065 PSUs subject to time- and performance-vesting (2011 PSUs). [cont FN2] |
| 2. [cont from FN1] The 2010 PSUs time-vest at a rate of 50% on each of December 31, 2012 and 2013 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2011 and 2012 fiscal years. The first tranche of 2010 PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2013 and the second tranche of 2010 PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2014. [cont FN3] |
| 3. [cont from FN2] The 2011 PSUs time-vest at a rate of 50% on each of December 31, 2013 and 2014 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years. The first tranche of 2011 PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2014 and the second tranche of 2011 PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2015. Each RSU and PSU represents a contingent right to receive one share of common stock. |
| Remarks: |
| /s/ Cecilia Aza, attorney-in-fact | 11/13/2012 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (b)(v). | ||
| ** 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. | ||
| 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 Number. | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Frederick Bogdan, Robert Gutowski and Cecilia Aza, and each of them, his true and lawful attorney-in-fact to:
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1.
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prepare and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of MSCI Inc. (the "Company"), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder;
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2.
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prepare and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, any Form 144 Notice under the Securities Act of 1933, as amended;
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3.
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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4.
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
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The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Section 5 of the Securities Act of 1933, as amended, or Rule 144 promulgated under such Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of November, 2012.
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/s/ Roveen Bhansali
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Roveen Bhansali
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