SEC Form 4 · accession 0001453814-16-000190
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 26, 2016
Accepted (ET)
Mar 1, 2016 · 6:07 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 StockF1 | Feb 26, 2016 | M | 5,712 | $0.00 | A | 108,223 | D | |
| Common StockF2 | Feb 26, 2016 | F | 2,534 | $34.85 | D | 105,689 | D | |
| Common Stock | Feb 26, 2016 | A | 12,745 | $0.00 | A | 118,434 | 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 26, 2016 | A | 12,745 | A | — | — | Common Stock | — | 12,745 | D |
Explanation of responses
- F1Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 13, 2015, based on achievement of certain targets in fiscal year 2015. The restricted stock units were settled at 128.1% of the target grant amount. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Shares will be issued in settlement of these restricted stock units in annual installments on February 26, 2016, February 26, 2017, and February 26, 2018.
- F2Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of the PBRSU award referenced above.
- F3Award 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.
- F4Award of PBRSUs 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.