SEC Form 4 · accession 0001453814-17-000041
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 23, 2017
Accepted (ET)
Feb 27, 2017 · 6:21 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 23, 2017 | A | 26,392 | $0.00 | A | 98,723 | D | |
| Common StockF2 | Feb 24, 2017 | F | 3,142 | $55.60 | D | 95,581 | D | |
| Common StockF2 | Feb 24, 2017 | F | 1,806 | $55.60 | D | 93,775 | 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 23, 2017 | A | 26,392 | A | — | — | Common Stock | — | 26,392 | 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 23, 2017. The restrictions will lapse with respect to one-fourth of the shares on each of February 23, 2018, February 23, 2019, February 23, 2020, and February 23, 2021.
- 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 23, 2017. 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, (i) 50% 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, 2019, and (ii) 50% based on the Company's GAAP Net Income attainment for the three years ending December 31, 2019. The shares will vest immediately upon being earned.