Sec Form 4 Filing - Sherif Tarek @ Medidata Solutions, Inc. - 2017-02-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Sherif Tarek
2. Issuer Name and Ticker or Trading Symbol
Medidata Solutions, Inc. [ MDSO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
C/O MEDIDATA SOLUTIONS, INC., 350 HUDSON STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/23/2017
(Street)
NEW YORK, NY10014
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/23/2017 A( 1 ) 49,904 A $ 0 828,454 D
Common Stock 02/24/2017 M 28,317 ( 2 ) A $ 0 856,771 D
Common Stock 02/24/2017 F 15,807 ( 3 ) D $ 55.6 840,964 D
Common Stock 02/24/2017 F 10,672 ( 4 ) D $ 55.6 830,292 D
Common Stock 02/24/2017 F 2,372 ( 4 ) D $ 55.6 827,920 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 Expirati on Date
(MM/DD/YY)
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 02/23/2017 A 74,856 ( 5 ) ( 5 ) Common Stock ( 5 ) $ 0 74,856 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sherif Tarek
C/O MEDIDATA SOLUTIONS, INC.
350 HUDSON STREET, 9TH FLOOR
NEW YORK, NY10014
X Chairman & CEO
Signatures
/s/ Kathryn E. Schneider, Attorney-in-Fact 02/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Award of shares of restricted stock under the issuer's Second Amended & Restated 2009 Long-Term Incentive Plan (the "2009 LTIP") on February 23, 2017. The restrictions will lapse with respect to one-fourth of the shares on each of February 23, 2018, February 23, 2019, February 23, 2020, and February 23, 2021.
( 2 )Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 13, 2015, based on achievement of certain TSR performance targets for the two years ended December 31, 2016. The restricted stock units were settled at 127% of the target grant amount. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
( 3 )Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of the PBRSU award referenced above.
( 4 )Shares withheld by Medidata to satisfy the tax withholding obligation in connection with the vesting of previously awarded restricted stock.
( 5 )Award of PBRSUs under the 2009 LTIP on February 23, 2017. The number of PBRSUs represents a target amount. Each PBRSU represents 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 will vest immediately upon being earned.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.