|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (Performance Related) | $ 0 | 02/14/2013 | A(3) | 4,382 | (3) | (3) | Common Stock | 4,382 (3) | $ 0 | 4,382 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Spielman Bryan Charles C/O MEDIDATA SOLUTIONS, INC. 79 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10003 |
EVP, Strategy & Corp. Dvpmt. |
/s/ Michael I. Otner, Attorney-in-Fact | 02/19/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Award of shares of restricted stock under the issuer's 2009 Long-Term Incentive Plan (the "2009 LTIP") on February 14, 2013. The restrictions will lapse with respect to all of the shares on December 31, 2013. |
(2) | Award of shares of restricted stock under the 2009 LTIP on February 14, 2013. The restrictions will lapse with respect to one-fourth of the shares on each of February 14, 2014, February 14, 2015, February 14, 2016 and February 14, 2017. |
(3) | Award of performance-based restricted stock units ("PBRSUs") under the 2009 LTIP on February 14, 2013. The number of PBRSUs reported represents a target grant amount. Each PBRSU represents a contingent right to receive 0-200% of that target number of shares of the issuer's common stock, based on the issuer's relative total shareholder return ("TSR") as compared to the TSR of companies listed on in the NASDAQ-100 Index/ NASDAQ Composite Index for the year ending December 31, 2013. The actual number of shares that will be issued, if at all, in settlement of the PBRSUs may range from 0% to 200% of the target grant and will vest in annual installments on February 14, 2014, February 14, 2015 and February 14, 2016. The reporting person also received additional awarded PBRSUs, all subject to corporate financial performance metrics. |