• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishDashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 13G/A filed by MicroStrategy Incorporated (Amendment)

    2/14/24 2:00:57 PM ET
    $MSTR
    Computer Software: Prepackaged Software
    Technology
    Get the next $MSTR alert in real time by email
    SC 13G/A 1 tm245271d4_sc13ga.htm SC 13G/A

     

     

     

    CUSIP No: 594972408

     

      SECURITIES AND EXCHANGE COMMISSION  
      Washington, D.C. 20549  

     

     

     

    SCHEDULE 13G

     

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

    PURSUANT TO § 240.13d-2.

     

    (Amendment No. 1)*

     

    MicroStrategy Incorporated

    (Name of Issuer)

     

    Class A Common Stock, $0.001 par value per share

    (Title of Class of Securities)

     

    594972408

    (CUSIP Number)

     

    December 31, 2023

    (Date of Event Which Requires Filing of this Statement)

     

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

     

    x 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.

     

    The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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

     

      (1) Names of Reporting Persons
    Capital Ventures International
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Cayman Islands
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    131,237 (1)(2)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    131,237 (1)(2)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    CO
               

     

     

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

    (2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the shares directly owned by Capital Ventures International.

     

     

     

     

    CUSIP No: 594972408

     

      (1) Names of Reporting Persons
    Susquehanna Advisors Group, Inc.
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Pennsylvania
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    0 (1)(2)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    0 (1)(2)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    CO
               

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

    (2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the shares directly owned by Capital Ventures International.

     

     

     

     

    CUSIP No: 594972408

     

      (1) Names of Reporting Persons
    Darby Financial Products
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Delaware
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    1,421 (1)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    1,421 (1)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    PN
               

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 594972408

     

      (1) Names of Reporting Persons
    G1 Execution Services, LLC
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Illinois
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    1,700 (1)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    1,700 (1)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    BD, OO
               

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 594972408

     

      (1) Names of Reporting Persons
    Susquehanna Investment Group
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Pennsylvania
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    29,796 (1)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    29,796 (1)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    BD, PN
               

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 594972408

     

      (1) Names of Reporting Persons
    Susquehanna Portfolio Strategies, LLC
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Delaware
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    2,154 (1)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    2,154 (1)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    BD, OO
               

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 594972408

     

      (1) Names of Reporting Persons
    Susquehanna Securities, LLC
     
      (2) Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
     
      (3) SEC Use Only
     
      (4) Citizenship or Place of Organization
    Delaware
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    (5) Sole Voting Power
    599,484 (1)
     
    (6) Shared Voting Power
    765,792 (1)
     
    (7) Sole Dispositive Power
    599,484 (1)
     
    (8) Shared Dispositive Power
    765,792 (1)
     
      (9) Aggregate Amount Beneficially Owned by Each Reporting Person
    765,792 (1)
     
      (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      (11) Percent of Class Represented by Amount in Row (9)
    6.1%
     
      (12) Type of Reporting Person (See Instructions)
    BD, OO
               

    (1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, Darby Financial Products, Susquehanna Advisors Group, Inc. and Susquehanna Portfolio Strategies, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

     

     

     

     

    CUSIP No: 594972408

     

    Item 1.
      (a)

    Name of Issuer

     

    MicroStrategy Incorporated (the “Company”)

      (b)

    Address of Issuer’s Principal Executive Offices

     

    1850 Towers Crescent Plaza

    Tysons Corner, VA 22182

     
    Item 2(a).  

    Name of Person Filing

     

    This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons” with respect to the shares of Class A Common Stock, $0.001 par value per share, of the Company (the “Shares”).

     

    (i)     Capital Ventures International

    (ii)    Susquehanna Advisors Group, Inc.

    (iii)   Darby Financial Products

    (iv)   G1 Execution Services, LLC

    (v)    Susquehanna Investment Group

    (vi)   Susquehanna Portfolio Strategies, LLC

    (vii)  Susquehanna Securities, LLC

     

    Item 2(b).  

    Address of Principal Business Office or, if none, Residence

     

    The address of the principal business office of Capital Ventures International is:

     

    P.O. Box 897

    Windward 1, Regatta Office Park

    West Bay Road

    Grand Cayman, KY1-1103

    Cayman Islands

     

    The address of the principal business office of G1 Execution Services, LLC is:

     

    175 W. Jackson Blvd.

    Suite 1700

    Chicago, IL 60604

     

    The address of the principal business office of each of Darby Financial Products, Susquehanna Advisors Group, Inc., Susquehanna Investment Group, Susquehanna Portfolio Strategies, LLC and Susquehanna Securities, LLC is:

     

    401 E. City Avenue

    Suite 220

    Bala Cynwyd, PA 19004

     

    Item 2(c).   Citizenship
    Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
    Item 2(d).   Title of Class of Securities
    Class A Common Stock, $0.001 par value per share
    Item 2(e)  

    CUSIP Number

    594972408

     

     

     

     

    CUSIP No: 594972408

     

    Item 3. 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:
      (a) x Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
      (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
      (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
      (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
      (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
      (j) ¨ A non-U.S. institution in accordance with § 240.13d–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 § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                                        
               
    Item 4. Ownership
       
    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

    The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     

    The number of Shares reported as beneficially owned by Darby Financial Products includes options to buy 1,400 Shares. The number of Shares reported as beneficially owned by Susquehanna Investment Group consists of options to buy 18,300 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities includes options to buy 325,500 Shares.

     

    The Company’s Quarterly Report on Form 10-Q, filed on November 1, 2023, indicates that there were 12,554,159 Shares outstanding as of October 24, 2023.

     

    Item 5. Ownership of Five Percent or Less of a Class

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   ¨

     

     

     

     

    CUSIP No: 594972408

     

    Item 6. Ownership of More than Five Percent on Behalf of Another Person

     

    Not applicable.

     

    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
       
    By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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

     

    SIGNATURE

     

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

     

    Dated: February 12, 2024

     

    CAPITAL VENTURES INTERNATIONAL   SUSQUEHANNA ADVISORS GROUP, INC.
         
    By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed    
         
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: Assistant Secretary   Title: Assistant Secretary

     

    DARBY FINANCIAL PRODUCTS   G1 EXECUTION SERVICES, LLC
           
    By: /s/ Brian Sopinsky  
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: Authorized Signatory   Title: Secretary

     

    SUSQUEHANNA INVESTMENT GROUP   SUSQUEHANNA PORTFOLIO STRATEGIES, LLC
           
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: General Counsel   Title: Assistant Secretary

     

    SUSQUEHANNA SECURITIES, LLC    
             
    By: /s/ Brian Sopinsky      
    Name: Brian Sopinsky      
    Title: Secretary      

     

     

     

     

    CUSIP No: 594972408

     

    EXHIBIT INDEX

     

    EXHIBIT   DESCRIPTION
    I   Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012 *
         
    II   Joint Filing Agreement
         
        * Previously Filed

     

     

     

     

    CUSIP No: 594972408

     

    EXHIBIT II

     

    JOINT FILING AGREEMENT

     

    This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock of MicroStrategy Incorporated, $0.001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     

    Dated: February 12, 2024

     

    CAPITAL VENTURES INTERNATIONAL   SUSQUEHANNA ADVISORS GROUP, INC.
         
    By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney    
         
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: Assistant Secretary   Title: Assistant Secretary

     

    DARBY FINANCIAL PRODUCTS   G1 EXECUTION SERVICES, LLC
           
    By: /s/ Brian Sopinsky  
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: Authorized Signatory   Title: Secretary

     

    SUSQUEHANNA INVESTMENT GROUP   SUSQUEHANNA PORTFOLIO STRATEGIES, LLC
           
    By: /s/ Brian Sopinsky   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky   Name: Brian Sopinsky
    Title: General Counsel   Title: Assistant Secretary

     

    SUSQUEHANNA SECURITIES, LLC    
             
    By: /s/ Brian Sopinsky      
    Name: Brian Sopinsky      
    Title: Secretary      

     

     

     

    Get the next $MSTR alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $MSTR

    DatePrice TargetRatingAnalyst
    4/29/2025$480.00Buy
    H.C. Wainwright
    4/1/2025$220.00Neutral → Sell
    Monness Crespi & Hardt
    3/19/2025Neutral
    Monness Crespi & Hardt
    2/7/2025$560.00Outperform
    Keefe Bruyette
    1/29/2025$515.00Outperform
    Mizuho
    10/31/2024$193.00 → $270.00Buy
    Maxim Group
    9/6/2024$146.00Overweight
    Barclays
    8/21/2024$194.00Overweight
    Cantor Fitzgerald
    More analyst ratings