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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (Performance-Related) | $ 0 | 02/10/2014 | A(4) | 5,400 | (4) | (4) | Common Stock | 5,400 (4) | $ 0 | 5,400 | D | ||||
Restricted Stock Units (Performance-Related) | $ 0 | 02/10/2014 | M(5) | 12,374 | (5) | (5) | Common Stock | 12,374 (5) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Douglas Cory C/O MEDIDATA SOLUTIONS, INC. 350 HUDSON STREET, 9TH FLOOR NEW YORK, NY 10014 |
Chief Financial Officer |
/s/ Michael I. Otner, Attorney-in-Fact | 02/12/2014 | |
**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 Second Amended & Restated 2009 Long-Term Incentive Plan (the "2009 LTIP") on February 10, 2014. The restrictions will lapse with respect to one-fourth of the shares on each of February 10, 2015, February 10, 2016, February 10, 2017 and February 10, 2018. |
(2) | Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 14, 2013, based on achievement of certain targets in fiscal year 2013. 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. Shares will be issued in settlement of these restricted stock units in equal annual installments on February 14, 2014, February 14, 2015 and February 14, 2016. |
(3) | Represents restricted stock units earned in connection with a PBRSU award on February 14, 2013, based on achievement of target total stockholder return ("TSR") for 2013 relative to the TSR of companies in the NASDAQ Composite Index for 2013. The restricted stock units were settled at 200% of the target grant amount (the target amount was previously reported in Table II-see footnote 5 below). Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Shares will be issued in settlement of these restricted stock units in equal annual installments on February 14, 2014, February 14, 2015 and February 14, 2016. |
(4) | Award of PBRSUs under the 2009 LTIP on February 10, 2014. 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 TSR as compared to the TSR of companies in the NASDAQ Composite Index for the year ending December 31, 2014. 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 equal annual installments on February 10, 2015, February 10, 2016 and February 10, 2017. The reporting person also received additional awarded PBRSUs, all subject to corporate financial performance metrics. |
(5) | Indicates conversion upon vesting of certain PBRSUs granted on February 14, 2013. The number of shares has been adjusted to reflect the issuer's two-for-one stock split, which became effective on December 16, 2013. |