SEC Filing | Microsoft Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MUGLIA ROBERT L

(Last)

(First)

(Middle)

C/O MICROSOFT CORPORATION

ONE MICROSOFT WAY

(Street)

REDMOND

98052-6399

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2005

3. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	108,212⁽¹⁾	D
Common Stock	63,024⁽²⁾	I	By 401(k)
Common Stock	5,760	I	By Spouse
Common Stock	19,288	I	By Spouse 401(k)
Common Stock	7,200	I	By IRA
Common Stock	14,000⁽³⁾	I	By Family Foundation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy) #0171066	03/06/2005	03/06/2010	Common Stock	4,444,444	40.7813	D
Employee Stock Option (right to buy) #0203526	04/24/2005	04/24/2010	Common Stock	2,222,222	29.9813	D
Employee Stock Option (right to buy) #0285244	08/20/2005⁽⁴⁾	02/20/2011	Common Stock	2,222,222	25.1438	D
Performance Rights	08/31/2006⁽⁵⁾	08/31/2008	Common Stock	73,333⁽⁶⁾	0⁽⁷⁾	D

Explanation of Responses:

1. Includes an aggregate of 47,113 shares represented by unvested stock awards, of which 3,022 shares will vest on July 31, 2006, 3,023 shares will vest on July 31, 2007, 2,667 shares will vest on each of August 29, 2006, 2007, 2008 and on each of August 31, 2006, 2007, 2008, 2009, 10,200 shares will vest over 5 years at the rate of 20% each year beginning August 31, 2006 and 15,000 shares will vest over 3 years at the rate of 33% each year beginning September 30, 2006.

2. Balance as of October 31, 2005.

3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. 1,944,444 shares are vested and immediately exercisable and 277,778 shares vest and become exercisable on February 20, 2006.

5. One-third of the number of shares of common stock ultimately awarded under a shared performance stock award ("SPSA") will be distributed to the reporting person on or about August 31, 2006 (the "initial vest date"), an additional one-third shall vest and be distributed to the reporting person on each of the first and second anniversaries of the initial vest date, provided that the reporting person remains continuously employed through the applicable vesting date.

6. Represents the minimum number of shares of common stock issuable under the SPSA for the fiscal 2004-2006 performance period. The number of shares ultimately received depends on the company's performance against specified performance targets. At the end of the performance period, the number of shares of stock and stock awards will be determined by adjusting upward or downward from a target in a range between 33% and 150%. The number reported herein is based on the 33% minimum. The final performance percentage on which the payout will be based, considering company performance metrics established for the performance period, will be determined by the board or a board committee in its sole discretion. Shares of stock are issued at the end of the performance period and as the stock awards vest over the following two years, provided that the reporting person remains continuously employed through the applicable vest date.

7. 1-for-1

Remarks:

	Keith R. Dolliver, Attorney-in-fact for Robert L. Muglia	11/07/2005
	** 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 5 (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 Number.












October 27, 2005







Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549-0001



Re: Microsoft Corporation - Power of Attorney



To whom it may concern:



This will confirm that I have granted each of the individuals listed below the authority to, on my behalf, apply for Edgar access codes, including, without limitation, change of password and passphrase, execute and file the Initial Statement of Beneficial Ownership of Securities (Form 3), 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 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:



Keith R. Dolliver

Peter Kraus

Christyne Mayberry

Ben O. Orndorff

John A. Seethoff

Bradford L. Smith

Shauna L. Vernal





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/ Robert L. Muglia


Robert L. Muglia