4//SEC Filing
de Vries Glen Michael 4
Accession 0001453814-19-000145
CIK 0001453814other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 4:24 PM ET
Size
25.8 KB
Accession
0001453814-19-000145
Insider Transaction Report
Form 4
de Vries Glen Michael
DirectorPresident
Transactions
- Gift
Common Stock
2019-08-20−109,195→ 735,006 total - Disposition to Issuer
Restricted Stock Units (Performance-Related)
2019-10-28−74,856→ 0 totalExercise: $0.00→ Common Stock (74,856 underlying) - Disposition to Issuer
Restricted Stock Units (Performance-Related)
2019-10-28−75,461→ 0 totalExercise: $0.00→ Common Stock (75,461 underlying) - Disposition to Issuer
Common Stock
2019-10-28−114,256→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2019-10-28−72,174→ 0 totalExercise: $13.98Exp: 2022-05-16→ Common Stock (72,174 underlying) - Disposition to Issuer
Restricted Stock Units (Performance Related)
2019-10-28−73,176→ 0 totalExercise: $0.00→ Common Stock (73,176 underlying) - Disposition to Issuer
Common Stock
2019-10-28$92.25/sh−620,750$57,264,188→ 114,256 total - Disposition to Issuer
Stock Option (right to buy)
2019-10-28−75,058→ 0 totalExercise: $7.67Exp: 2020-05-18→ Common Stock (75,058 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-10-28−70,300→ 0 totalExercise: $11.50Exp: 2021-05-31→ Common Stock (70,300 underlying)
Footnotes (11)
- [F1]Bona fide gift by the Reporting Person for no consideration.
- [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.
- [F2]Included are 130 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.
Documents
Issuer
Medidata Solutions, Inc.
CIK 0001453814
Entity typeother
Related Parties
1- filerCIK 0001466265
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 4:24 PM ET
- Size
- 25.8 KB