Medidata Solutions Form 4 Medidata Solutions / George McCulloch ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McCulloch George

(Last) (First) (Middle)

C/O MEDIDATA SOLUTIONS, INC.

350 HUDSON STREET, 9TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/13/2019		G	V	1,100	D	$0(1)	73,988	D
Common Stock	10/28/2019(2)		D		73,988(3)	D	$92.25(3)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy)	$7.67	10/28/2019		D			5,924(4)	(5)	05/18/2020	Common Stock	5,924(4)	(4)	0	D
Stock Option (right to buy)	$11.5	10/28/2019		D			5,714(4)	(5)	05/31/2021	Common Stock	5,714(4)	(4)	0	D
Stock Option (right to buy)	$13.99	10/28/2019		D			5,214(4)	(5)	05/16/2022	Common Stock	5,214(4)	(4)	0	D

Explanation of Responses:

1. Bona fide gift by the Reporting Person for no consideration.

2. 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").

3. 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").

4. 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.

5. These options are fully vested and exercisable.

Remarks:

	/s/ Michael I. Otner, Attorney-in-Fact	10/28/2019
	** Signature of Reporting Person	Date
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).
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