SEC Form 4 · accession 0001453814-15-000049

Medidata Solutions, Inc. · MDSO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Commercial Officer

Period of report

Feb 13, 2015

Accepted (ET)

Feb 18, 2015 · 4:53 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001453814

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 13, 2015	A	22,297	$0.00	A	70,634	D
Common Stock^F2	Feb 13, 2015	F	12,107	$46.575	D	58,536	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units (Performance-Related)^F3	$0.00	Feb 13, 2015	A	22,297	A	—	—	Common Stock	22,297	22,297	D

F1Award of shares of restricted stock under the issuer's Second Amended & Restated 2009 Long-Term Incentive Plan (the "2009 LTIP") on February 13, 2015. The restrictions will lapse with respect to one-fourth of the shares on each of February 13, 2016, February 13, 2017, February 13, 2018, and February 13, 2019.
F2Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of previously awarded restricted stock.
F3Award of PBRSUs under the 2009 LTIP on February 13, 2015. The number of PBRSUs reported represents a target amount. Each PBRSU represents a contingent right to receive 0-200% of that target number of shares of the issuer's common stock, based on the issuer's TSR as compared to the TSR of companies in the Russell 2000 Index as follows: (i) 1/3 of the units will become earned based on relative TSR performance for the one year ended December 31, 2015, (ii) 1/3 of the units will become earned based on the cumulative relative TSR for the two years ending December 31, 2016 and (iii) 1/3 of the units will become earned based on cumulative relative TSR for the three years ending December 31, 2017. The shares will vest immediately upon being earned.