FORM 4
☐
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Walmsley Emma N | 2. Issuer Name and Ticker or Trading Symbol MICROSOFT CORP [ MSFT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | ||||||
| Common Stock | 9,913.797 | D | ||||||||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| Restricted Stock Units | (1) | 9/10/2025 | A | 124.908 | (2) | (2) | Common Stock | 124.908 | $0 | 828.758 | D | ||||
| Restricted Stock Units | (1) | 9/11/2025 | A | 1.372 (3) | (2) | (2) | Common Stock | 1.372 | $0 | 830.129 | D | ||||
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Walmsley Emma N C/O MICROSOFT CORPORATION ONE MICROSOFT WAY REDMOND, WA 98052-6399 | X | ||||
| Signatures | ||
| Julia Stark, Attorney-in-fact for Emma N. Walmsley | 9/12/2025 | |
| **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 control number. | |
September 16, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Microsoft Corporation - Power of Attorney
To whom it may concern:
I revoke my prior Microsoft Corporation - Power of Attorney. This will confirm that, effective as of the date above, I have granted each of the individuals listed below the authority to, on my behalf, execute and file the Statement of Changes in Beneficial Ownership of Securities (Form 4) and the Annual Statement of Changes in Beneficial Ownership (Form 5), in connection with transactions in Microsoft Corporation securities, as my Attorney-In-Fact. Such power of attorney shall remain in full force and effect until either (i) I am no longer subject to the reporting requirements under Section 16 of the Securities Act of 1933, as amended or (ii) I have provided you with written notice withdrawing this authority.
The individuals who are authorized to act as my Attorney-In-Fact under this Power of Attorney are as follows:
Julia Stark
Benjamin O. Orndorff
Michael Pressman
Keith R. Dolliver
Christyne Mayberry
This Power of Attorney is effective immediately upon filing with the Securities Exchange Commission and for purposes of my future Form 4 and Form 5 filings relating to Microsoft securities and transactions. Sincerely,
/s/ Emma N. Walmsley Emma N. Walmsley |