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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Nadella Satya

(Last) (First) (Middle)
C/O MICROSOFT CORPORATION
ONE MICROSOFT WAY

(Street)
REDMOND WA 98052-6399

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2014
3. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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 1,089,443(1) D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes an aggreate of 975,777 shares represented by stock awards that vest, subject to continued employment, as follows: 56,137 shares vest on August 29, 2014, 140,588 shares vest on August 31, 2014, 117,961 shares vest on August 15, 2015, 56,138 shares vest on August 29, 2015, 91,743 shares vest on August 31, 2015, 117,962 shares vest on August 15, 2016, 56,138 shares vest on August 29, 2016, 47,048 shares vest on August 31, 2016, 117,962 shares vest on August 15, 2017, 56,138 shares vest on August 29, 2017, and 117,962 shares vest on August 15, 2018.
Remarks:
Keith R. Dolliver, Attorney-in-Fact for Satya Nadella 02/07/2014
** 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.







February 3, 2014







Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549



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, 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 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:



Keith R. Dolliver

Peter A. Kraus

Christyne Mayberry

Ben O. Orndorff

John A. Seethoff

Bradford L. Smith



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/ Satya Nadella

Satya Nadella