Edgar Filing: Medidata Solutions, Inc.

Ownership Submission

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 OF SECURITIES

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:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

INSIGHT VENTURE PARTNERS IV LP

2. Issuer Name and Ticker or Trading Symbol
Medidata Solutions, Inc. [MDSO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

527 MADISON AVENUE 10TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2009

(Street)

NEW YORK, NY 10022

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2009		A		5,646	A	$ 0	5,646	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹⁰⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	06/24/2009		A		696	A	$ 0	696	I ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹⁰⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock	06/24/2009		A		755	A	$ 0	755	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹⁰⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	06/24/2009		A		45	A	$ 0	45	I ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹⁰⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Common Stock	06/24/2009		A		7,142	A	$ 0	7,142	I ⁽¹⁾ ⁽²⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁷⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 14

06/24/2009

9,345

⁽⁹⁾

06/24/2009

Common Stock

9,345

$ 0

9,345

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Stock Options (right to buy)

$ 14

06/24/2009

1,152

⁽⁹⁾

06/24/2009

Common Stock

1,152

$ 0

1,152

I ⁽¹⁾ ⁽²⁾ ⁽⁴⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾

Stock Options (right to buy)

$ 14

06/24/2009

1,249

⁽⁹⁾

06/24/2009

Common Stock

1,249

$ 0

1,249

I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Stock Options (right to buy)

$ 14

06/24/2009

⁽⁹⁾

06/24/2009

Common Stock

$ 0

I ⁽¹⁾ ⁽²⁾ ⁽⁶⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾

Stock Options (right to buy)

$ 14

06/24/2009

11,820

⁽⁹⁾

06/24/2009

Common Stock

11,820

$ 0

11,820

I ⁽¹⁾ ⁽²⁾ ⁽⁷⁾ ⁽⁸⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
INSIGHT VENTURE PARTNERS IV LP 527 MADISON AVENUE 10TH FLOOR NEW YORK, NY 10022		X
Insight Venture Partners IV (Co-Investors), L.P. 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Partners IV (Cayman), L.P. 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Partners IV (Fund B), L.P. 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019		X
Insight Venture Associates IV, LLC 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019		X
Insight Holdings Group, LLC 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019		X

Signatures

Jeffrey Horing		06/24/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On June 24, 2009, Peter Sobiloff and George McCulloch were each issued (i) 3,571 shares of restricted stock ("Restricted Stock") of the Issuer, for a combined total of 7,142 shares restricted stock and (ii) 5,910 options to purchase the Issuer's Common Stock ("Options"), for a combined total of 11,820 options. Peter Sobiloff is required to ultimately surrender or credit to Insight Venture Partners IV, L.P., Insight Venture Partners (Cayman) IV, L.P., Insight Venture Partners IV (Co-Investors), L.P. and Insight Venture Partners IV (Fund B), L.P. (collectively, the "Insight Partnerships") all compensation he receives from the Issuer, including all stock, stock options, restricted stock and other forms of stock-based awards, pro rata in accordance with such Insight Partnership's ownership of the Issuer's securities. Mr. Sobiloff therefore disclaims beneficial ownership of all such Restricted Stock and Options, except to the extent of his pecuniary interest therein.
(2)	Mr. McCulloch is contractually obligated to surrender all compensation he receives from the Issuer, including all stock, stock options, restricted stock and other forms of stock-based awards to Insight Venture Management, LLC for ultimate transfer or credit to the Insight Partnerships, pro rata in accordance with such Insight Partnership's ownership of the Issuer's securities. Mr. McCulloch therefore disclaims beneficial ownership of all such shares of Restricted Stock and Options, except to the extent of his pecuniary interest therein.
(3)	The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV, L.P. ("IVP IV"), all of which may be deemed attributable to Insight Venture Associates IV, L.L.C. (the "Insight GP"), because the Insight GP is the sole general partner of IVP IV.
(4)	The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners (Cayman) IV, L.P. ("IVP IV Cayman"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP IV Cayman.
(5)	The amount listed reflects the beneficial ownership of the Issuer's Securities owned by Insight Venture Partners IV (Co-Investors), L.P. ("IVP IV CO"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP IV CO.
(6)	The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV (Fund B), L.P. ("IVP Fund B"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP Fund B.
(7)	The amount listed reflects the beneficial ownership of the Issuer's securities owned by the Insight Partnerships, all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of each of the Insight Partnerships.
(8)	The amount listed reflects the beneficial ownership of the Issuer's securities owned by the Insight Partnerships and the Insight GP, all of which may be attributable to Insight Holdings Group, L.L.C. ("Holdings") because Holdings is the managing member of the Insight GP.
(9)	These Options vest in 24 equal monthly installments commencing one month after the grant date, subject to continued board membership.
(10)	With respect to the shares of Restricted Stock, the restrictions lapse with respect to one-half of the shares on each of June 24, 2010 and June 24, 2011.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.