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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hirschfeld Steven Isaac
   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, Chief Value Officer
(Last)
(First)
(Middle)
C/O MEDIDATA SOLUTIONS, INC., 350 HUDSON STREET, 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/10/2014
(Street)

NEW YORK, NY 10014		 4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock 02/10/2014   A(1)   5,814 A $ 0 59,965 D  
Common Stock 02/10/2014   A(2)   52,000 A $ 0 111,965 D  
Common Stock 02/10/2014   M(3)   26,000 A $ 0 137,965 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (Performance-Related) $ 0 02/10/2014   A(4)   5,815     (4)   (4) Common Stock 5,815 (4) $ 0 5,815 D  
Restricted Stock Units (Performance-Related) $ 0 02/10/2014   M(5)     13,000   (5)   (5) Common Stock 13,000 (5) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hirschfeld Steven Isaac
C/O MEDIDATA SOLUTIONS, INC.
350 HUDSON STREET, 9TH FLOOR
NEW YORK, NY 10014		       EVP, Chief Value Officer  

Signatures

 /s/ Michael I. Otner, Attorney-in-Fact   02/12/2014
**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) Award of shares of restricted stock under the issuer's Second Amended & Restated 2009 Long-Term Incentive Plan (the "2009 LTIP") on February 10, 2014. The restrictions will lapse with respect to one-fourth of the shares on each of February 10, 2015, February 10, 2016, February 10, 2017 and February 10, 2018.
(2) Represents restricted stock units earned in connection with a performance-based restricted stock unit ("PBRSU") award on February 14, 2013, based on achievement of certain targets in fiscal year 2013. The restricted stock units were settled at 200% of the target grant amount. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Shares will be issued in settlement of these restricted stock units in equal annual installments on February 14, 2014, February 14, 2015 and February 14, 2016.
(3) Represents restricted stock units earned in connection with a PBRSU award on February 14, 2013, based on achievement of target total stockholder return ("TSR") for 2013 relative to the TSR of companies in the NASDAQ Composite Index for 2013. The restricted stock units were settled at 200% of the target grant amount (the target amount was previously reported in Table II-see footnote 5 below). Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Shares will be issued in settlement of these restricted stock units in equal annual installments on February 14, 2014, February 14, 2015 and February 14, 2016.
(4) Award of PBRSUs under the 2009 LTIP on February 10, 2014. The number of PBRSUs reported represents a target grant amount. Each PBRSU represents a contingent right to receive 0-200% of that target number of shares of the issuer's common stock, based on the issuer's TSR as compared to the TSR of companies in the NASDAQ Composite Index for the year ending December 31, 2014. The actual number of shares that will be issued, if at all, in settlement of the PBRSUs may range from 0% to 200% of the target grant and will vest in equal annual installments on February 10, 2015, February 10, 2016 and February 10, 2017. The reporting person also received additional awarded PBRSUs, all subject to corporate financial performance metrics.
(5) Indicates conversion upon vesting of certain PBRSUs granted on February 14, 2013. The number of shares has been adjusted to reflect the issuer's two-for-one stock split, which became effective on December 16, 2013.

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