| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MSCI Inc. [ MXB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership 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 | 04/09/2008 | A | 607 | A | $0 | 956 | D | |||
| Class A Common Stock(1) | 04/09/2008 | A | 1,786 | A | $0 | 2,742 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 1. Restricted Stock Units vesting on April 9, 2009. |
| /s/ Frederick W. Bogdan, attorney-in-fact | 04/11/2008 | |
| ** 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 4 (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, as each of
them, are true and lawful attorney-in fact to:
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1.
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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(a) of the
Securities Exchange Act of 1934 and the rules
thereunder;
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2.
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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 or
5 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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3.
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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.
This Power of Attorney shall remain in
full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 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 8
day
of April
2008.
/s/ Benjamin F.
duPont