Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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

2,401,858 shares⁽¹⁾⁽²⁾

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,401,858 shares⁽¹⁾⁽²⁾

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,401,858 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)

13.9%⁽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 December 31, 2023 and consists of (i) 400,000 Shares that were able to be acquired through the exercise of a fully vested stock option held by the Reporting Person (the Vested Stock Option), (ii) 1,961,668 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 (iii) 40,190 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.

Following December 31, 2023 and through February 13, 2024, the Reporting Person sold 150,000 Shares underlying the Vested Stock Option pursuant to the terms of a 10b5-1 trading plan (the Trading Plan) entered into by the Reporting Person on September 19, 2023. Under the Trading Plan, the Reporting Person expects to exercise and sell an additional 5,000 Shares underlying the Vested Stock Option on each trading day following February 13, 2024 through April 25, 2024, subject to a minimum price condition, accounting for all remaining Shares underlying the Vested Stock Option. To the extent less than 5,000 Shares are exercised and sold on a given trading day, the Trading Plan provides that the balance can be added to the number of Shares to be exercised and sold on any future trading day up to and including April 26, 2024, which is the last date on which Shares may be exercised and sold under the Trading Plan.

This percentage is calculated based on 14,904,100 Shares outstanding as of December 31, 2023 as reported in the issuers earnings release, dated February 6, 2024, for its fourth quarter ended December 31, 2023.

1 (b). Address of Issuers Principal Executive Offices:

2 (a). Name of Person Filing:

2 (b). Address of Principal Business Office:

2 (c). Citizenship:

2 (d). Title of Class of Securities:

2 (e). CUSIP Number:

Ownership:

below information is presented as of December 31, 2023.

Amount Beneficially Owned: 2,401,858 shares

Percent of Class: 13.9%

Number of shares as to which such person has:

sole power to vote or to direct the vote: 2,401,858 shares

shared power to vote or to direct the vote: 0

sole power to dispose or to direct the disposition of: 2,401,858 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: