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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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. | SEC 2270 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Employee Stock Option (right to buy) #0163492 | $ 38.6157 (4) | Â | Â | Â | Â | Â | 11/15/2004 | 07/30/2006 | Common Stock | Â | 44,444 (4) | Â | ||
| Employee Stock Option (right to buy) #0167433 | $ 40.4157 (5) | Â | Â | Â | Â | Â | 11/22/2005(6) | 11/22/2009 | Common Stock | Â | 44,444 (5) | Â | ||
| Employee Stock Option (right to buy) #0171050 | $ 40.7813 (7) | Â | Â | Â | Â | Â | 03/06/2005 | 03/06/2010 | Common Stock | Â | 2,222,222 (7) | Â | ||
| Employee Stock Option (right to buy) #0194881 | $ 29.9813 (8) | Â | Â | Â | Â | Â | 11/15/2004 | 04/24/2007 | Common Stock | Â | 44,444 (8) | Â | ||
| Employee Stock Option (right to buy) #0202990 | $ 29.9813 (9) | Â | Â | Â | Â | Â | 10/24/2005(10) | 04/24/2010 | Common Stock | Â | 44,444 (9) | Â | ||
| Employee Stock Option (right to buy) #0203711 | $ 29.9813 (11) | Â | Â | Â | Â | Â | 04/24/2005 | 04/24/2010 | Common Stock | Â | 1,111,111 (11) | Â | ||
| Employee Stock Option (right to buy) #0285499 | $ 27.9375 (12) | Â | Â | Â | Â | Â | 08/20/2005(13) | 02/20/2011 | Common Stock | Â | 1,000,000 (12) | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COURTOIS JEAN PHILIPPE ONE MICROSOFT WAY REDMOND, WA 98052-6399 |
 |  |  Senior Vice President |  |
| Keith R. Dolliver, Attorney-in-Fact for Jean-Philippe Courtois | 07/08/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes an increase to the existing 2002, 2003 and 2004 stock awards in the aggregate of 3,004 shares in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (2) | Held through "contrats d'assurance vie," a form of life insurance program, where the reporting person maintains investment control over the Microsoft shares held in the program. Beneficiaries of the program include the reporting person's minor children. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| (3) | Held through "contrats de capitalization," a form of life insurance program for the benefit of the reporting person's three minor children, where the reporting person maintains investment control over the Microsoft shares held in the program. 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 the securiteis for purposes of Section 16 or any other purpose. |
| (4) | This option was previously reported as an option covering 20,000 shares at an exercise price of $85.8125 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. The option has been further adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (5) | This option was previously reported as an option covering 20,000 shares at an exercise price of $89.8125 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. The option has been further adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (6) | 34,211 shares are vested and immediately exercisable, 3,411 shares will vest and become exercisable on each of November 22, 2005, May 22, 2006 and November 22, 2006. |
| (7) | This option was previously reported as an option covering 1,000,000 shares at an exercise price of $90.625 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. The option has been further adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (8) | This option was previously reported as an option covering 20,000 shares at an exercise price of $66.625 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. The option has been further adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (9) | This option was previously reported as an option covering 20,000 shares at an exercise price of $66.625 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. The option has been further adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (10) | 30,800 shares are vested and immediately exercisable, 3,411 shares will vest and become exercisable on each of October 24, 2005, April 24, 2006, October 24, 2006 and April 24, 2007. |
| (11) | This option was previously reported as an option covering 500,000 shares at an exercise price of $66.625 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. The option has been further adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004. |
| (12) | This option was previously reported as an option covering 500,000 shares at an exercise price of $55.88 per share, and has been adjusted as a result of a 2-for-1 stock split on February 14, 2003. This option was not adjusted in connection with the $3.00 special dividend. |
| (13) | 875,000 shares are vested and immediately exercisable and 125,000 shares vest and become exercisable on August 20, 2005. |