SEC Form 4 · accession 0001453814-15-000053
Medidata Solutions, Inc. · MDSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael I. Otner
Officer — EVP-General Counsel
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 4:58 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 | 13,378 | $0.00 | A | 76,652 | D | |
| Common StockF2 | Feb 13, 2015 | F | 7,423 | $46.575 | D | 69,229 | D | |
| Common StockF3 | Feb 17, 2015 | S | 11,010 | $46.7518 | D | 58,219 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Performance-Related)F4 | $0.00 | Feb 13, 2015 | A | 13,378 | A | — | — | Common Stock | 13,378 | 13,378 | D |
Explanation of responses
- 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.
- F3Such transaction was executed in multiple trades at prices ranging from $46.75 to $46.91. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F4Award 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.