Sec Form 4 Filing - Pray Michael @ Medidata Solutions, Inc. - 2019-10-24

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

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1. Name and Address of Reporting Person Pray Michael 2. Issuer Name and Ticker or Trading Symbol Medidata Solutions, Inc. [ MDSO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GM Global Sales (Last) (First) (Middle) C/O MEDIDATA SOLUTIONS, INC., 350 HUDSON STREET, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2019 (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 10/28/2019( 1 ) D 10,132 ( 2 ) D $ 92.25 ( 2 ) 47,383 D Common Stock 10/28/2019( 1 ) D 47,383 ( 3 ) D 0 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 Expiration 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 (Time-Based Vesting) $ 0 10/24/2019 A 13,008 ( 4 ) ( 4 ) Common Stock 13,008 $ 0 13,008 D Restricted Stock Units (Time-Based Vesting) $ 0 10/24/2019 D 13,008 ( 4 ) ( 4 ) Common Stock 13,008 ( 5 ) 0 D Stock Options (right to buy) $ 49.7 10/28/2019 D 18,802 ( 6 ) ( 7 ) 10/14/2026 Common Stock 18,802 ( 6 ) 0 D Restricted Stock Units (Performance-Related) $ 0 10/28/2019 D 9,597 ( 8 ) ( 9 ) ( 9 ) Common Stock 9,597 ( 8 ) 0 D Restricted Stock Units (Performance Related) $ 0 10/28/2019 D 15,011 ( 8 ) ( 10 ) ( 10 ) Common Stock 15,011 ( 8 ) 0 D Restricted Stock Units (Performance Related) $ 0 10/28/2019 D 18,140 ( 8 ) ( 11 ) ( 11 ) Common Stock 18,140 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pray Michael C/O MEDIDATA SOLUTIONS, INC. 350 HUDSON STREET, 9TH FLOOR NEW YORK, NY10014 EVP, GM Global Sales Signatures /s/ Michael I. Otner, Attorney-in-Fact 10/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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"). ( 3 )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. ( 4 )Award of restricted stock units under the 2017 LTIP on October 24, 2019. Each restricted stock unit represents a contingent right to receive one share of Issuer Common Stock. The restricted stock units vest in three equal annual installments on each of October 24, 2020, October 24, 2021, and October 24, 2022. ( 5 )Pursuant to the Merger Agreement, each time-based restricted stock unit was assumed by DS and converted into time-based restricted stock units in respect of Ordinary Shares with the same terms and conditions (including with respect to the remaining term and vesting schedule) as were applicable to such time-based restricted stock units immediately prior to 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 time-based restricted stock unit immediately prior to the effective time, multiplied by (ii) the Equity Award Conversion Ratio, with fractional shares rounded to the nearest whole number. ( 6 )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. ( 7 )The options vested as to 25% of the shares on October 14, 2017 and 1/36th of the remaining options will become exercisable each month thereafter for the next 36 months. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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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