Statement of Changes in Beneficial Ownership (4)
February 14 2019 - 6:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
de Vries Glen Michael
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2. Issuer Name
and
Ticker or Trading Symbol
Medidata Solutions, Inc.
[
MDSO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
C/O MEDIDATA SOLUTIONS, INC., 350 HUDSON STREET, 9TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2019
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(Street)
NEW YORK, NY 10014
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/27/2018
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G
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V
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13970
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D
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$0
(1)
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714340
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D
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Common Stock
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2/12/2019
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A
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152944
(2)
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A
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$71.98
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867600
(3)
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D
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Common Stock
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2/12/2019
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F
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79365
(4)
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D
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$71.98
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788235
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D
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Common Stock
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2/12/2019
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A
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40633
(5)
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A
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$0
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828868
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D
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Common Stock
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2/13/2019
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F
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8900
(6)
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D
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$72.05
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819968
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units (Performance-Related)
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$0.0
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2/12/2019
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A
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75461
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(7)
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(7)
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Common Stock
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(7)
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$0
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75461
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D
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Explanation of Responses:
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(1)
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Bona fide gift by the Reporting Person for no consideration.
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(2)
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Represents 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.
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(3)
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Included are 186 shares which were purchased pursuant to the terms of the Medidata Solutions, Inc. Employee Stock Purchase Plan on June 30, 2018; and 130 shares which were purchased pursuant to the terms of the Medidata Solutions, Inc. Employee Stock Purchase Plan on December 31, 2018.
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(4)
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Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of the PBRSU award referenced above.
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(5)
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Award 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.
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(6)
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Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of previously awarded restricted stock.
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(7)
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Award 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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de Vries Glen Michael
C/O MEDIDATA SOLUTIONS, INC.
350 HUDSON STREET, 9TH FLOOR
NEW YORK, NY 10014
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X
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President
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Signatures
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/s/ Michael I. Otner, Attorney-in-Fact
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2/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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