SEC Form 4 · accession 0001453814-18-000026
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 20, 2018
Accepted (ET)
Feb 22, 2018 · 4:38 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 | S | 2,000 | $67.47 | D | 82,775 | D | |
| Common Stock | Feb 20, 2018 | A | 22,516 | $0.00 | A | 105,291 | 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 20, 2018 | A | 22,516 | A | — | — | Common Stock | — | 22,516 | D |
Explanation of responses
- F1The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2017.
- F2Award 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.
- F3Award 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.