SEC Form 4 · accession 0001453814-18-000022
Medidata Solutions, Inc. · MDSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tarek Sherif
Officer — Chairman & CEO · Director
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 4:34 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 20, 2018 | A | 44,592 | $67.59 | A | 627,065 | D | |
| Common StockF2 | Feb 20, 2018 | F | 23,732 | $67.59 | D | 603,333 | D | |
| Common Stock | Feb 20, 2018 | A | 39,403 | $0.00 | A | 642,736 | 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 20, 2018 | A | 73,176 | A | — | — | Common Stock | — | 73,176 | D |
Explanation of responses
- F1Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 10, 2015, based on achievement of certain TSR performance targets for the three years ended December 31, 2017. The restricted stock units were settled at 200% of the target grant amount. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- 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 2017 Long-Term Incentive Plan (the "2017 LTIP") on February 20, 2018. The restrictions will lapse with respect to one-fourth of the shares on each of February 20, 2019, February 20, 2020, February 20, 2021, and February 20, 2022.
- F4Award of PBRSUs under the 2017 LTIP on February 20, 2018. 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, 2020, and (ii) 50% based on the Company's GAAP Net Income attainment for the three years ending December 31, 2020. The shares will vest immediately upon being earned.