Medicines (MDCO) Form 4 MEDICINES / John C. Kelly 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^*

Kelly John C.

(Last) (First) (Middle)

8 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDICINES CO /DE [ MDCO ]

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)
09/26/2019

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	01/06/2020		D		32,148	D	(1)(2)	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	$16	09/26/2019		G	V		25,000(3)	05/26/2014	04/26/2021	Common Stock	25,000	$0	0	D
Stock Option	$16	09/26/2019		G	V	25,000(3)		05/26/2014	04/26/2021	Common Stock	25,000	$0	25,000	I	By trust
Stock Option	$18.18	09/26/2019		G	V		13,259(3)	05/26/2012	05/26/2021	Common Stock	13,259	$0	0	D
Stock Option	$18.18	09/26/2019		G	V	13,259(3)		05/26/2012	05/26/2021	Common Stock	13,259	$0	13,259	I	By trust
Stock Option	$21.14	09/26/2019		G	V		12,039(3)	05/22/2013	05/22/2022	Common Stock	12,039	$0	0	D
Stock Option	$21.14	09/26/2019		G	V	12,039(3)		05/22/2013	05/22/2022	Common Stock	12,039	$0	12,039	I	By trust
Stock Option	$33.13	09/26/2019		G	V		9,763(3)	05/30/2014	05/30/2023	Common Stock	9,763	$0	0	D
Stock Option	$33.13	09/26/2019		G	V	9,763(3)		05/30/2014	05/30/2023	Common Stock	9,763	$0	9,763	I	By trust
Stock Option	$27.78	09/26/2019		G	V		10,016(3)	05/29/2015	05/29/2024	Common Stock	10,016	$0	0	D
Stock Option	$27.78	09/26/2019		G	V	10,016(3)		05/29/2015	05/29/2024	Common Stock	10,016	$0	10,016	I	By trust
Stock Option	$28.14	09/26/2019		G	V		16,512(3)	05/28/2016	05/28/2025	Common Stock	16,512	$0	0	D
Stock Option	$28.14	09/26/2019		G	V	16,512(3)		05/28/2016	05/28/2025	Common Stock	16,512	$0	16,512	I	By trust
Stock Option	$37.22	09/26/2019		G	V		9,700(3)	05/26/2017	05/26/2026	Common Stock	9,700	$0	0	D
Stock Option	$37.22	09/26/2019		G	V	9,700(3)		05/26/2017	05/26/2026	Common Stock	9,700	$0	9,700	I	By trust
Stock Option	$39.39	09/26/2019		G	V		8,577(3)	05/25/2018	05/25/2027	Common Stock	8,577	$0	0	D
Stock Option	$39.39	09/26/2019		G	V	8,577(3)		05/25/2018	05/25/2027	Common Stock	8,577	$0	8,577	I	By trust
Stock Option	$33.86	09/26/2019		G	V		9,141(3)	05/31/2019	05/31/2028	Common Stock	9,141	$0	0	D
Stock Option	$33.86	09/26/2019		G	V	9,141(3)		05/31/2019	05/31/2028	Common Stock	9,141	$0	9,141	I	By trust
Stock Option	$16	01/06/2020		D			25,000	(4)	(4)	Common Stock	25,000	$0	0	I	By trust
Stock Option	$18.18	01/06/2020		D			13,259	(4)	(4)	Common Stock	13,269	$0	0	I	By trust
Stock Option	$21.14	01/06/2020		D			12,039	(4)	(4)	Common Stock	12,039	$0	0	I	By trust
Stock Option	$33.13	01/06/2020		D			9,763	(4)	(4)	Common Stock	9,763	$0	0	I	By trust
Stock Option	$27.78	01/06/2020		D			10,016	(4)	(4)	Common Stock	10,016	$0	0	I	By trust
Stock Option	$37.22	01/06/2020		D			9,700	(4)	(4)	Common Stock	9,700	$0	0	I	By trust
Stock Option	$28.14	01/06/2020		D			16,512	(4)	(4)	Common Stock	16,512	$0	0	I	By trust
Stock Option	$39.39	01/06/2020		D			8,577	(4)	(4)	Common Stock	8,577	$0	0	I	By trust
Stock Option	$34.81	01/06/2020		D			8,410	(4)	(4)	Common Stock	8,410	$0	0	D
Stock Option	$33.86	01/06/2020		D			9,141	(4)	(4)	Common Stock	9,141	$0	0	I	By trust

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").

2. The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.

3. On September 26, 2019, the Reporting Person gifted stock options to a family trust. The Reporting Person's adult children maintain investment control over the family trust.

4. Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

	/s/ Stephen M. Rodin, Attorney-in-Fact for John C. Kelly	01/06/2020
	** Signature of Reporting Person	Date
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