4//SEC Filing
McCulloch George 4
Accession 0001453814-19-000157
CIK 0001453814other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 4:51 PM ET
Size
14.2 KB
Accession
0001453814-19-000157
Insider Transaction Report
Form 4
McCulloch George
Director
Transactions
- Gift
Common Stock
2019-09-13−1,100→ 73,988 total - Disposition to Issuer
Common Stock
2019-10-28$92.25/sh−73,988$6,825,393→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2019-10-28−5,714→ 0 totalExercise: $11.50Exp: 2021-05-31→ Common Stock (5,714 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-10-28−5,924→ 0 totalExercise: $7.67Exp: 2020-05-18→ Common Stock (5,924 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-10-28−5,214→ 0 totalExercise: $13.99Exp: 2022-05-16→ Common Stock (5,214 underlying)
Footnotes (5)
- [F1]Bona fide gift by the Reporting Person for no consideration.
- [F2]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").
- [F3]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").
- [F4]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.
- [F5]These options are fully vested and exercisable.
Documents
Issuer
Medidata Solutions, Inc.
CIK 0001453814
Entity typeother
Related Parties
1- filerCIK 0001467121
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 4:51 PM ET
- Size
- 14.2 KB