SEC Form 4 · accession 0001453814-16-000178
Medidata Solutions, Inc. · MDSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rouven Bergmann
Officer — Chief Financial Officer
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 5:59 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 26, 2016 | A | 19,118 | $0.00 | A | 49,182 | D | |
| Common Stock | Feb 26, 2016 | A | 25,491 | $0.00 | A | 74,673 | 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)F3 | $0.00 | Feb 26, 2016 | A | 19,118 | A | — | — | Common Stock | — | 19,118 | 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 26, 2016. The restrictions will lapse with respect to one-fourth of the shares on each of February 26, 2017, February 26, 2018, February 26, 2019, and February 26, 2020.
- F2Award of shares of restricted stock under the 2009 LTIP on February 26, 2016. The shares of restricted stock shall vest annually over a three-year period from grant, thirty-three percent on the first anniversary of the grant date and each of the next two annual anniversaries of the grant date.
- F3Award of performance-based restricted stock units ("PBRSU") under the 2009 LTIP on February 26, 2016. The number of PBRSUs 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 for the three years ending December 31, 2018. The shares will vest immediately upon being earned.