Edgar Filing: MICROSTRATEGY INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No.2)*

MicroStrategy Incorporated
(Name of Issuer)

Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)

594972408
(CUSIP Number)

December 31, 2013
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 9 Pages)

______________________________

*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.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 594972408

13G/A

Page 2 of 9 Pages

1	NAME OF REPORTING PERSON Eminence Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 881,705
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 881,705
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,705
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12	TYPE OF REPORTING PERSON IA

CUSIP No. 594972408

13G/A

Page 3 of 9 Pages

1	NAME OF REPORTING PERSON Eminence GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 802,459
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 802,459
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 802,459
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 594972408

13G/A

Page 4 of 9 Pages

1	NAME OF REPORTING PERSON Ricky C. Sandler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 3,367
	6	SHARED VOTING POWER 881,705
	7	SOLE DISPOSITIVE POWER 3,367
	8	SHARED DISPOSITIVE POWER 881,705
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 885,072
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 594972408

13G/A

Page 5 of 9 Pages

Item 1(a).	NAME OF ISSUER

	The name of the issuer is MicroStrategy Incorporated (the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

	The Company's principal executive offices are located at 1850 Towers Crescent Plaza, Tysons Corner, VA 22182.

Item 2(a).	NAME OF PERSON FILING

	This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

	(i)	Eminence Capital, LLC, a New York limited liability company ("Eminence Capital");

	(ii)	Eminence GP, LLC, a New York limited liability company ("Eminence GP"); and

	(iii)	Ricky C. Sandler, a U.S. citizen ("Mr. Sandler").

	This statement relates to shares of Class A Common Stock as defined in Item 2(d) below held for the accounts of:

	(i)	Eminence Partners, L.P., a New York limited partnership ("Eminence I"); Eminence Partners II, L.P., a New York limited partnership ("Eminence II"); Eminence Partners Leveraged, L.P., a Delaware limited partnership ("Eminence Leveraged"); Eminence Eaglewood Master, L.P., a Delaware limited partnership (“Eminence Eaglewood”); Eminence Partners Long, L.P., a Delaware limited partnership (together with Eminence I, Eminence II, Eminence Leveraged and Eminence Eaglewood, the "Partnerships"); as well as Eminence Fund Master, Ltd. ("Eminence Master Fund Offshore"); Eminence Fund Leveraged Master, Ltd. (together with Eminence Master Fund Offshore, the "Master Funds"), each a Cayman Islands company, and Eminence Fund Long, Ltd. (Eminence Offshore Long”), a Cayman Islands Company. The Partnerships, the Master Funds and Eminence Offshore Long are collectively referred to as the "Eminence Funds";

	(ii)	A separately managed account (the "SMA"); and

	(iii)	Family accounts and other related accounts over which Mr. Sandler has investment discretion (the "Family Accounts").

	Eminence Capital serves as the management company to the Eminence Funds with respect to the shares of Class A Common Stock directly owned by the Eminence Funds and the investment adviser to the SMA with respect to the shares of Class A Common Stock directly owned by the SMA. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.

CUSIP No. 594972408

13G/A

Page 6 of 9 Pages

	Eminence GP serves as general partner or manager with respect to shares of Class A Common Stock directly owned by the Partnerships and the Master Funds and may be deemed to have voting and dispositive power over the shares held for the accounts of the Partnerships and the Master Funds.

	Mr. Sandler is the Chief Executive Officer of Eminence Capital and the Managing Member of Eminence GP and may be deemed to have voting and dispositive power with respect to the shares of Class A Common Stock directly owned by the Eminence Funds, the SMA and the Family Accounts.

	The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the shares of Common Stock reported herein.

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

	The address of the principal business and principal office of Eminence GP and Eminence Capital is 65 East 55^th Street, 25^th Floor, New York, NY 10022. The business address of Mr. Sandler is 65 East 55^th Street, 25^th Floor, New York, NY 10022.

Item 2(c).

CITIZENSHIP

	(i)	Eminence Capital, LLC, a New York limited liability company;

	(ii)	Eminence GP, LLC, a New York limited liability company; and

	(iii)	Ricky C. Sandler, a United States citizen.

Item 2(d).	TITLE OF CLASS OF SECURITIES

	Class A Common Stock, $0.001 par value (the "Class A Common Stock").

Item 2(e).	CUSIP NUMBER

	594972408

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

CUSIP No. 594972408

13G/A

Page 7 of 9 Pages

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
	specify the type of institution:

Item 4.	OWNERSHIP

A. Eminence Capital, LLC
	(a)	Amount beneficially owned: 881,705 shares of Class A Common Stock
	(b)	Percent of class: 9.7%. The percentages used herein and in the rest of Item 4 are calculated based upon the 9,073,710 shares of Class A Common Stock outstanding on October 22, 2013, as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on October 30, 2013.
	(c)	(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or direct the vote: 881,705 shares of Class A Common Stock
		(iii)	Sole power to dispose of or direct the disposition: 0
		(iv)	Shared power to dispose of or direct the disposition: 881,705 shares of Class A Common Stock

B. Eminence GP, LLC
	(a)	Amount beneficially owned: 802,459 shares of Class A Common Stock
	(b)	Percent of class: 8.8%.
	(c)	(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or direct the vote: 802,459 shares of Class A Common Stock
		(iii)	Sole power to dispose of or direct the disposition: 0
		(iv)	Shared power to dispose of or direct the disposition: 802,459 shares of Class A Common Stock

CUSIP No. 594972408

13G/A

Page 8 of 9 Pages

C. Ricky C. Sandler
	(a)	Amount beneficially owned: 885,072 shares of Class A Common Stock
	(b)	Percent of class: 9.8%.
	(c)	(i)	Sole power to vote or direct the vote: 3,367
		(ii)	Shared power to vote or direct the vote: 881,705 shares of Class A Common Stock
		(iii)	Sole power to dispose of or direct the disposition: 3,367
		(iv)	Shared power to dispose of or direct the disposition: 881,705 shares of Class A Common Stock

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	Eminence Capital provides management company services to the Eminence Funds and serves as the investment adviser to the SMA. Eminence GP, the general partner or manager of the Partnerships and the Master Funds, has the power to direct the investment activities of the Partnerships and the Master Funds, including decisions respecting the disposition of the proceeds from the sale of the shares of Class A Common Stock. Mr. Sandler serves as the Managing Member of Eminence GP and the Chief Executive Officer of Eminence Capital and in such capacities directs their respective operations.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP

	Not applicable.

Item 10.

CERTIFICATION

	Each of the Reporting Persons hereby makes the following certification:

	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 594972408

13G/A

Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2014



	/s/ Ricky C. Sandler
	Ricky C. Sandler, individual, and as
	Chief Executive Officer of
	Eminence Capital, LLC, and as
	Managing Member of
	Eminence GP, LLC