SEC Form 4 · accession 0001453814-17-000051
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 23, 2017
Accepted (ET)
Feb 27, 2017 · 6:31 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 | 9,597 | $0.00 | A | 83,553 | D | |
| Common StockF2 | Feb 24, 2017 | M | 5,663 | $0.00 | A | 89,216 | D | |
| Common StockF3 | Feb 24, 2017 | F | 2,110 | $55.60 | D | 87,106 | D | |
| Common StockF4 | Feb 24, 2017 | F | 1,187 | $55.60 | D | 85,919 | 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)F5 | $0.00 | Feb 23, 2017 | A | 9,597 | A | — | — | Common Stock | — | 9,597 | 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.
- F2Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 13, 2015, based on achievement of certain TSR performance targets for the two years ended December 31, 2016. The restricted stock units were settled at 127% of the target grant amount. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F3Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of the PBRSU award referenced above.
- F4Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of previously awarded restricted stock.
- F5Award 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.