SEC Form 4 · accession 0001453814-19-000006
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 12, 2019
Accepted (ET)
Feb 14, 2019 · 4:47 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,F2 | Feb 12, 2019 | A | 152,944 | $71.98 | A | 823,640 | D | |
| Common StockF3 | Feb 12, 2019 | F | 79,365 | $71.98 | D | 744,275 | D | |
| Common StockF4 | Feb 12, 2019 | A | 40,633 | $0.00 | A | 784,908 | D | |
| Common StockF5 | Feb 13, 2019 | F | 8,900 | $72.05 | D | 776,008 | 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)F6 | $0.00 | Feb 12, 2019 | A | 75,461 | A | — | — | Common Stock | — | 75,461 | D |
Explanation of responses
- F1Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 26, 2016, based on achievement of certain TSR performance targets for the three years ended December 31, 2018. 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.
- F2Included are 248 shares which were purchased pursuant to the terms of the Medidata Solutions, Inc. Employee Stock Purchase Plan on June 30, 2018; and 164 shares which were purchased pursuant to the terms of the Medidata Solutions, Inc. Employee Stock Purchase Plan on December 31, 2018.
- F3Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of the PBRSU award referenced above.
- F4Award of shares of restricted stock under the issuer's 2017 Long-Term Incentive Plan (the "2017 LTIP") on February 12, 2019. The restrictions will lapse with respect to one-fourth of the shares on each of February 12, 2020, February 12, 2021, February 12, 2022, and February 12, 2023.
- F5Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of previously awarded restricted stock.
- F6Award of PBRSUs under the 2017 LTIP on February 12, 2019. The number of PBRSUs represents a target amount. Each PBRSU represents a contingent right to receive 0-225% 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, 2021, and (ii) 50% based on the Company's revenue attainment for the three years ending December 31, 2021. The shares will vest immediately upon being earned.