UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._3_)*
Microstrategy, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
594972408
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(CUSIP Number)
December 31, 2002
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(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 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
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Weiss, Peck & Greer, L.L.C., 13-2649199
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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5 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 99,395
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 99,395
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)[ x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .78%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BD,IA
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Item 1
(a) Name of Issuer Microstrategy, Inc.
(b) Address of Issuer's Principal Executive Offices
1861 International Drive, McLean, VA
Item 2
(a) Name of Person Filing Weiss, Peck & Greer, L.L.C.
(b) Address of Principal Business Office or, if none, Residence
One New York Plaza, New York, NY 10004
(c) Citizenship WPG is a Limited Liability company, organized under the
laws of the State of Delaware.
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 594972408
Item 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) [x] 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) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(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 associations 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
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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.
(a) Amount beneficially owned: 99,395 as of December 31, 2002
(b) Percent of class: .78%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 99,395
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 99,395
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 13d-3(d)(1).
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: [x]
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
This Statement on Schedule 13G ("Schedule 13G") is filed by WPG, a Delaware
limited liability company which is registered as a broker-dealer under
Section 15 of the Act, and as an investment adviser under Section 203 of
the Investment Advisers Act of 1940, as amended.
This Schedule 13G is being filed with respect to shares of common 99,395
Stock of Microstrategy, Inc. (the "Common Stock") held by WPG at December
31, 2002 for the discretionary accounts of certain clients. By reason of
Rule 13d-3 under the Act, WPG may be deemed to be a "beneficial owner" of
such Common Stock. WPG expressly disclaims beneficial ownership of the
Common Stock. Each client has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
Common Stock purchased for his account. To the knowledge of WPG, no person
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such Common Stock which represents
more than 5% of the outstanding shares of the Common Stock referred to in
Item 4(b) hereof.
This Schedule 13G is not being filed with respect to the shares of Common
Stock which may be owned by managing directors of WPG, or by their
respective spouses, or as custodian or trustee for their respective family
members or by their respective family foundations, since WPG does not
possess or share voting or investment power with respect to such Common
Stock. Each of such managing director disclaims, pursuant to Rule 13d-4,
that he or she is the beneficial owner, within the meaning of Rule 13d-3,
of the shares of Common Stock owned by the various parties referred to in
this Schedule 13G, other than such shares as the respective managing
director owns of record.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of a Group
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2003
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Date
/s/ Robert A. Kloby
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Signature
Robert A. Kloby
Chief Compliance Officer
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)