SEC Form 4 · accession 0001453814-18-000067
Medidata Solutions, Inc. · MDSO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jill Larsen
Officer — EVP, Human Resources
Period of report
Apr 23, 2018
Accepted (ET)
Apr 25, 2018 · 4:12 pm EDT
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 | Apr 23, 2018 | A | 27,582 | $0.00 | A | 27,596 | 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)F2 | $0.00 | Apr 23, 2018 | A | 10,343 | A | — | — | Common Stock | — | 10,343 | D |
| Stock Options (right to buy)F4,F3 | $72.51 | Apr 23, 2018 | A | 17,200 | A | — | Apr 23, 2028 | Common Stock | 17,200 | 17,200 | D |
Explanation of responses
- F1Award of shares of restricted stock under the issuer's 2017 Long-Term Incentive Plan (the "2017 LTIP"). The restrictions will lapse with respect to one-fourth of the shares on each of April 23, 2019, April 23, 2020, April 23, 2021, and April 23, 2022.
- F2Award of PBRSUs under the 2017 LTIP on April 23, 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.
- F3The options vested as to 25% of the shares on April 23, 2019 and 1/36th of the remaining options will become exercisable each month thereafter for the next 36 months.
- F4Granted as compensation for services.