0000950142-15-000399.txt : 20150218 0000950142-15-000399.hdr.sgml : 20150216 20150217170819 ACCESSION NUMBER: 0000950142-15-000399 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: POINTSTATE CAPITAL LP GROUP MEMBERS: STEELMILL MASTER FUND LP GROUP MEMBERS: ZACHARY J. SCHREIBER 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: 15624172 BUSINESS ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-290-6000 MAIL ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PointState Capital LP CENTRAL INDEX KEY: 0001509842 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 830-7000 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 eh1500299_13ga1-medco.htm AMENDMENT NO. 1 eh1500299_13ga1-medco.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)*

The Medicines Company
(Name of Issuer)

Common Stock
(Title of Class of Securities)

584688105
(CUSIP Number)

December 31, 2014
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
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 on 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).
 
 
 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 2 of 8

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SteelMill Master Fund LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,356,361
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,356,361
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,356,361
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.60%
  
12
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 3 of 8

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
PointState Capital LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,375,340
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,375,340
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,375,340
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.16%
  
12
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 4 of 8

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Zachary J. Schreiber
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,375,340
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,375,340
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,375,340
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.16%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 5 of 8


 
Item 1(a)
Name of Issuer:
   
 
The name of the issuer is The Medicines Company (the “Company”).
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
The Company’s principal executive offices are located at 8 Sylvan Way, Parsippany, New Jersey 07054.
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by:
   
 
(i) SteelMill Master Fund, LP, a Cayman Islands exempted limited partnership (“SteelMill”);
   
 
(ii) PointState Capital LP, a Delaware limited partnership (“PointState”), which serves as the investment manager to SteelMill, PointState Fund LP, a Delaware limited partnership (“PointState Fund”), and Conflux Fund LP, a Delaware limited partnership (“Conflux”); and
   
 
(iii) Zachary J. Schreiber (“Mr. Schreiber”), who serves as managing member of PointState Capital GP LLC, a Delaware limited liability company (“PointState GP”), which in turn serves as the general partner of PointState, and who serves as managing member of PointState Holdings LLC, the general partner of SteelMill and PointState Fund, and of Conflux Holdings LLC, the general partner of Conflux (together with SteelMill and PointState Fund, the “Funds”).
   
 
SteelMill, PointState and Mr. Schreiber are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the business office of each of the Reporting Persons is care of PointState Capital LP, 40 West 57th Street, 25th Floor, New York, NY 10019.
   
Item 2(c)
Citizenship:
   
 
 
SteelMill is organized under the laws of the Cayman Islands. PointState is organized under the laws of the State of Delaware.  Mr. Schreiber is a citizen of the United States of America.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, par value $0.001 per share (the “Common Stock”)
 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 6 of 8


Item 2(e)
CUSIP Number:
   
 
584688105
   
Item 3
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o
Broker or dealer registered under Section 15 of the Act,
       
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act,
       
 
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act,
       
 
(d)
o
Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(e)
o
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(f)
o
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
       
 
(g)
o
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
       
 
(h)
o
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
(i)
o
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
If this statement is filed pursuant to Rule 13d-1(c), check this box:  x
   
Item 4
Ownership:

The percentages used herein and in the rest of this Schedule 13G reflect ownership of the Reporting Persons as of December 31, 2014 and are calculated based upon a total of 65,420,232 shares of Common Stock issued and outstanding as of November 3, 2014, as reported on the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarterly period ended September 30, 2014.
 
 
A.
SteelMill Master Fund LP
       
   
(a) Amount beneficially owned: 2,356,361
       
   
(b) Percent of class: 3.60%
       
   
(c)
(i) Sole power to vote or direct the vote: -0-
       
     
(ii) Shared power to vote or direct the vote: 2,356,361
       
     
(iii) Sole power to dispose or direct the disposition: -0-
       
     
(iv) Shared power to dispose or direct the disposition: 2,356,361
     
 
B.
PointState
     
   
(a) Amount beneficially owned: 3,375,340
       
   
(b) Percent of class: 5.16%
       
   
(c)
(i) Sole power to vote or direct the vote: -0-
       
     
(ii) Shared power to vote or direct the vote: 3,375,340
       
     
(iii) Sole power to dispose or direct the disposition: -0-
       
     
(iv) Shared power to dispose or direct the disposition: 3,375,340
       
 
C.
Mr. Schreiber
       
   
(a) Amount beneficially owned: 3,375,340
       
   
(b) Percent of class: 5.16%
       
   
(c)
(i) Sole power to vote or direct the vote: -0-
       
     
(ii) Shared power to vote or direct the vote: 3,375,340
       
     
(iii) Sole power to dispose or direct the disposition: -0-
       
     
(iv) Shared power to dispose or direct the disposition: 3,375,340

PointState, which serves as the investment manager to the Funds, and Mr. Schreiber, as managing member of PointState GP, PointState Holdings LLC and Conflux Holdings LLC, may be deemed to beneficially own, within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the shares of Common Stock held directly by the Funds.
 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 7 of 8

 
Item 5
Ownership of Five Percent or Less of a Class:
   
 
Not Applicable.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of the dividends from, or proceeds from the sale of, the securities reported in this Schedule 13G.
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
   
Item 8
Identification and Classification of Members of the Group:
   
 
See Item 2
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:
   
 
Each of the Reporting Persons hereby makes the following 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.

 
 
 
 
 
 
 
CUSIP No. 584688105
 SCHEDULE 13G
Page 8 of 8


SIGNATURE


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

Dated: February 17, 2015
 
ZACHARY J. SCHREIBER, individually; as managing member of PointState GP, as general partner of PointState; as managing member of PointState Holdings LLC, as general partner of SteelMill and PointState Fund; and as managing member of Conflux Holdings LLC, as general partner of Conflux.

 
By:
/s/ Zachary J. Schreiber
  
Name:
Zachary J. Schreiber
  
     
 
 
 


 
EX-99.1 2 eh1500299_ex9901.htm EXHIBIT 99.1 eh1500299_ex9901.htm
EXHIBIT 99.1


JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)


The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Dated: February 17, 2015

 
ZACHARY J. SCHREIBER, individually; as managing member of PointState GP, as general partner of PointState; as managing member of PointState Holdings LLC, as general partner of SteelMill and PointState Fund; and as managing member of Conflux Holdings LLC, as general partner of Conflux.

 
 
By:
/s/ Zachary J. Schreiber
  
Name:
Zachary J. Schreiber