Form Type: 4

SEC EDGAR Link
Acccession Number:0001453814-19-000153
Date:2019-10-28
Issuer: MEDIDATA SOLUTIONS, INC. (MDSO)
Original Submission Date:

Reporting Person:

SHERIF TAREK
C/O MEDIDATA SOLUTIONS, INC.
350 HUDSON STREET, 9TH FLOOR NEW YORK, NY 10014

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-08-19 G 110,000 d $0.00 690,287 direct
COMMON STOCK 2019-10-28 D 576,031 d $92.25 114,256 direct
COMMON STOCK 2019-10-28 D 114,256 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 7.67 2019-10-28 deemed execution date D 75,058 (d) 2020-05-18 common stock 75,058 $7.67 0 direct
STOCK OPTION (RIGHT TO BUY) 11.5 2019-10-28 deemed execution date D 70,300 (d) 2021-05-31 common stock 70,300 $11.50 0 direct
STOCK OPTION (RIGHT TO BUY) 13.98 2019-10-28 deemed execution date D 72,174 (d) 2022-05-16 common stock 72,174 $13.98 0 direct
RESTRICTED STOCK UNITS (PERFORMANCE RELATED) 0.0 2019-10-28 deemed execution date D 74,856 (d) common stock 74,856 $0.00 0 direct
RESTRICTED STOCK UNITS (PERFORMANCE RELATED) 0.0 2019-10-28 deemed execution date D 73,176 (d) common stock 73,176 $0.00 0 direct
RESTRICTED STOCK UNITS (PERFORMANCE-RELATED) 0.0 2019-10-28 deemed execution date D 75,461 (d) common stock 75,461 $0.00 0 direct
Footnotes
IDfootnote
f1 bona fide gift by the reporting person for no consideration.
f2 included are 174 shares which were purchased pursuant to the terms of the medidata solutions, inc. employee stock purchase plan on june 30, 2019.
f3 on october 28, 2019, pursuant to the agreement and plan of merger, dated as of june 11, 2019, by and among dassault systemes se ("ds"), dassault systemes americas corp., a delaware corporation ("parent"), 3ds acquisition 6 corp., a delaware corporation and a wholly-owned subsidiary of parent ("merger sub"), and medidata solutions, inc., a delaware corporation (the "issuer"), merger sub merged with and into the issuer, with the issuer surviving as a wholly-owned subsidiary of parent and an indirect wholly-owned subsidiary of ds (the "merger").
f4 disposed of pursuant to the merger agreement and by virtue of the merger, in which each share of medidata common stock, par value $0.01 per share ("issuer common stock"), issued and outstanding immediately prior to the completion of the merger (other than restricted share awards held by continuing employees) was converted into the right to receive $92.25 in cash and without interest (the "merger consideration").
f5 represents restricted shares of issuer common stock ("rsas") that were outstanding immediately prior to the merger. pursuant to the merger agreement and by virtue of the merger, each issuer rsa was assumed by ds and converted into a restricted stock unit with the same remaining term and vesting schedule and relating to a number of ordinary shares of ds, par value eur 0.5 per share ("ordinary shares"), equal to the product of (i) the total number of shares of issuer common stock subject to such rsa immediately prior to the effective time of the merger, multiplied by (ii) 0.6086, which represents the quotient obtained by dividing the merger consideration by (ii) the volume weighted average sales prices per share of ordinary shares for the ten full consecutive trading days ending on and including the business day that is three business day immediately prior to the closing date (the "equity award conversion ratio"), with any fractional shares rounded to the nearest whole number of shares.
f6 pursuant to the merger agreement and by virtue of the merger, each option to purchase issuer common stock will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the total number of shares of issuer common stock then covered by such option multiplied by (2) the excess, if any, of $92.25 per share over the exercise price per share under such option.
f7 these options are fully vested and exercisable.
f8 pursuant to the merger agreement, each issuer pbrsu was assumed by ds and converted into restricted stock with the same terms and conditions as were applicable to such pbrsu immediately prior to the effective time (except for the performance-based vesting conditions applicable to such pbrsu which will not apply from and after the effective time), and relating to a number of ordinary shares equal to the product of (i) the number of shares of issuer common stock subject to such pbrsu immediately prior to the effective time based on the attainment of the applicable performance metrics (x) for the total stockholder return pbrsus, at the actual level of performance through the effective time, as determined in good faith and consistent with past practice by the issuer's board of directors or a committee thereof, and (y) for each other pbrsu, at the target level of performance, multiplied by (ii) the equity award conversion ratio, with fractional shares rounded to the nearest whole number.
f9 award of pbrsus granted under the 2009 ltip on february 23, 2017. the number of pbrsus represented a target amount. each pbrsu represented 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, 2019, and (ii) 50% based on the company's gaap net income attainment for the three years ending december 31, 2019. the shares would have vested immediately upon being earned.
f10 award of pbrsus granted under the 2017 ltip on february 20, 2018. the number of pbrsus represented a target amount. each pbrsu represented 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 would have vested immediately upon being earned.
f11 award of pbrsus granted under the 2017 ltip on february 12, 2019. the number of pbrsus represented a target amount. each pbrsu represented 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 would have vested immediately upon being earned.

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