sc13gza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MFfUR6sXHhJKu13nFpzh0iKUAs1hkaQf57dlGRz88WyJsc9nsxQ3GvXXXeC8jjy4 b2NTe3EGey8kjgF9FPfnqA== 0000950133-04-004277.txt : 20041112 0000950133-04-004277.hdr.sgml : 20041111 20041112153448 ACCESSION NUMBER: 0000950133-04-004277 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60201 FILM NUMBER: 041138990 BUSINESS ADDRESS: STREET 1: 8 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-656-1616 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BB BIOTECH AG CENTRAL INDEX KEY: 0000924223 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VODERGASSE 3 STREET 2: SWITZERLAND CITY: SCHAFFHAUSEN STATE: V8 ZIP: CH-8300 BUSINESS PHONE: 411724 59 59 MAIL ADDRESS: STREET 1: VODERGASSE 3 STREET 2: SWITZERLAND CITY: SCHAFFHAUSEN STATE: V8 ZIP: CH-8300 SC 13G/A 1 w68748sc13gza.htm SCHEDULE 13G (AMENDMENT NO. 4) sc13gza

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United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

The Medicines Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

584688105

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[ ]				Rule 13d-1(b)
[X]				Rule 13d-1(c)
[ ]				Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed ” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 7

CUSIP No.                          584688105

1. Name(s) of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
                              BB Biotech AG
                                   N/A

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) [X]

(b) [   ]

3. SEC Use Only:     __________________________________________________________________

4. Citizenship or Place of Organization:                               Switzerland


Number of Shares Beneficially Owned by Each Reporting Person with
	5.	Sole Voting Power:	0

	6.	Shared Voting Power:	4,136,419

	7.	Sole Dispositive Power:	0

	8.	Shared Dispositive Power:	4,727,854⁽¹⁾


9.	Aggregate Amount Beneficially Owned by Each Reporting Person:	4,727,854⁽¹⁾

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]

11.	Percent of Class Represented by Amount in Row (9):	9.9%

12.	Type of Reporting Person (See Instructions):	HC,CO

⁽¹⁾ Includes 591,435 shares of Common Stock issuable to Biotech Growth N.V. upon the exercise of warrants.

Page 2 of 7

CUSIP No.                          584688105

1. Name(s) of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
                              Biotech Growth N.V.
                                   N/A

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) [X]

(b) [   ]

3. SEC Use Only:     __________________________________________________________________

4. Citizenship or Place of Organization:                               Netherlands Antilles


Number of Shares Beneficially Owned by Each Reporting Person with
	5.	Sole Voting Power:	0

	6.	Shared Voting Power:	4,136,419

	7.	Sole Dispositive Power:	0

	8.	Shared Dispositive Power:	4,727,854⁽¹⁾


9.	Aggregate Amount Beneficially Owned by Each Reporting Person:	4,727,854⁽¹⁾

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]

11.	Percent of Class Represented by Amount in Row (9):	9.9%

12.	Type of Reporting Person (See Instructions):	CO

⁽¹⁾ Includes 591,435 shares of Common Stock issuable to Biotech Growth N.V. upon the exercise of warrants.

Page 3 of 7

CUSIP No.                          584688105

1. Name(s) of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
                              Biotech Target N.V.
                                   N/A

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) [X]

(b) [   ]

3. SEC Use Only:     __________________________________________________________________

4. Citizenship or Place of Organization:                               Netherlands Antilles


Number of Shares Beneficially Owned by Each Reporting Person with
	5.	Sole Voting Power:	0

	6.	Shared Voting Power:	4,136,419

	7.	Sole Dispositive Power:	0

	8.	Shared Dispositive Power:	4,727,854⁽¹⁾


9.	Aggregate Amount Beneficially Owned by Each Reporting Person:	4,727,854⁽¹⁾

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]

11.	Percent of Class Represented by Amount in Row (9):	9.9%

12.	Type of Reporting Person (See Instructions):	CO

⁽¹⁾ Includes 591,435 shares of Common Stock issuable to Biotech Growth N.V. upon the exercise of warrants.

Page 4 of 7

Note: This amendment is being filed to correct the filing party information by adding Biotech Target N.V. as a joint filer. This information was inadvertently not included in the Schedule 13G/A filed on February 17, 2004. The beneficial ownership of the group has also been updated to reflect its ownership as of November 11, 2004.

Item 2

2(a) Names of Persons Filing: BB Biotech AG (“BB Biotech”), on behalf of its wholly-owned subsidiaries Biotech Target N.V. (“Biotech Target”) and Biotech Growth N.V. (“Biotech Growth”).

2(b) Address of Principal Business Office or, if none, Residence:

BB Biotech AG:      Vordergasse 3, CH-8200 Schaffhausen, Switzerland

Biotech Target N.V. and Biotech Growth N.V.: De Ruyterkade 62, Willemstad, Curacao, Netherlands Antilles

2(c) Citizenship:                         Switzerland

2(d) Title of Class of Securities                         Common Stock, $0.0001 par value

2(e) CUSIP Number                         584688105

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)	Amount beneficially owned:	4,727,854⁽¹⁾

(b)	Percent of class:	9.9%

(c)	Number of shares as to which the person has:


(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	4,136,419

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	4,727,854⁽¹⁾

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

This statement is filed jointly by BB Biotech, Biotech Growth and Biotech Target. Biotech Growth and Biotech Target are wholly-owned subsidiaries of BB Biotech.

⁽¹⁾ Includes 591,435 shares of Common Stock issuable to Biotech Growth N.V. upon the exercise of warrants.

Page 5 of 7

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BB BIOTECH AG



/s/ ROLAND MAIER		/s/ ADRIAN BRUENGGER
By:	Roland Maier	By:	Adrian Bruengger
Its:	Authorized Signatory	Its:	Authorized Signatory
Date:	November 11, 2004	Date:	November 11, 2004

BIOTECH GROWTH N.V.



/s/ ROLAND MAIER		/s/ ADRIAN BRUENGGER
By:	Roland Maier	By:	Adrian Bruengger
Its:	Authorized Signatory	Its:	Authorized Signatory
Date:	November 11, 2004	Date:	November 11, 2004

BIOTECH TARGET N.V.



/s/ ROLAND MAIER		/s/ ADRIAN BRUENGGER
By:	Roland Maier	By:	Adrian Bruengger
Its:	Authorized Signatory	Its:	Authorized Signatory
Date:	November 11, 2004	Date:	November 11, 2004

Page 6 of 7

EXHIBIT A

Exhibit A

Joint Filing Statement

Pursuant to Rule 13d-1(f)(1), we, the undersigned, hereby express our agreement that the attached Schedule 13G (including all amendments thereto) is filed on behalf of each of the undersigned.


		BB Biotech AG

Date: November 11, 2004	By:	/s/ Roland Maier

		Signatory Authority

	Name:	Roland Maier


	Title:	Signatory Authority


		Biotech Growth N.V.

Date: November 11, 2004	By:	/s/ Roland Maier

		Signatory Authority

	Name:	Roland Maier


	Title:	Signatory Authority


		Biotech Target N.V.

Date: November 11, 2004	By:	/s/ Roland Maier

		Signatory Authority
	Name:	Roland Maier

	Title:	Signatory Authority

Page 7 of 7

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CUSIP No. 584688105

	1.	Name(s) of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only):		BB Biotech AG N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	[X]
		(b)	[ ]

	3.	SEC Use Only: __________________________________________________________________

	4.	Citizenship or Place of Organization:		Switzerland


CUSIP No. 584688105

	1.	Name(s) of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only):		Biotech Growth N.V. N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	[X]
		(b)	[ ]

	3.	SEC Use Only: __________________________________________________________________

	4.	Citizenship or Place of Organization:		Netherlands Antilles


CUSIP No. 584688105

	1.	Name(s) of Reporting Persons: I.R.S. Identification Nos. of above persons (entities only):		Biotech Target N.V. N/A

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	[X]
		(b)	[ ]

	3.	SEC Use Only: __________________________________________________________________

	4.	Citizenship or Place of Organization:		Netherlands Antilles

	2(b)		Address of Principal Business Office or, if none, Residence:

			BB Biotech AG: Vordergasse 3, CH-8200 Schaffhausen, Switzerland

			Biotech Target N.V. and Biotech Growth N.V.: De Ruyterkade 62, Willemstad, Curacao, Netherlands Antilles

	2(c)		Citizenship: Switzerland

	2(d)		Title of Class of Securities Common Stock, $0.0001 par value

	2(e)		CUSIP Number 584688105