0000950142-19-002603.txt : 20191231
0000950142-19-002603.hdr.sgml : 20191231
20191231195531
ACCESSION NUMBER: 0000950142-19-002603
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191227
FILED AS OF DATE: 20191231
DATE AS OF CHANGE: 20191231
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Visioli Christopher
CENTRAL INDEX KEY: 0001735486
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31191
FILM NUMBER: 191320377
MAIL ADDRESS:
STREET 1: 8 SYLVAN WAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
ISSUER:
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
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
4
1
es1901383_4-visioli.xml
OWNERSHIP DOCUMENT
X0306
4
2019-12-27
0
0001113481
MEDICINES CO /DE
MDCO
0001735486
Visioli Christopher
C/O THE MEDICINES COMPANY
8 SYLVAN WAY
PARSIPPANY
NJ
07054
0
1
0
0
Chief Financial Officer
Common Stock
2019-12-27
4
M
0
6000
17.45
A
13252
D
Common Stock
2019-12-27
4
M
0
6635
22.04
A
19887
D
Common Stock
2019-12-27
4
M
0
1441
31.49
A
21328
D
Common Stock
2019-12-27
4
M
0
3477
30.55
A
24805
D
Common Stock
2019-12-27
4
M
0
4375
28.77
A
29180
D
Common Stock
2019-12-27
4
M
0
16500
28.77
A
45680
D
Common Stock
2019-12-27
4
M
0
12889
33.04
A
58569
D
Common Stock
2019-12-27
4
M
0
15810
52.70
A
74379
D
Common Stock
2019-12-27
4
M
0
18000
29.01
A
92379
D
Common Stock
2019-12-27
4
M
0
24000
29.01
A
116379
D
Common Stock
2019-12-27
4
M
0
18000
29.01
A
134379
D
Common Stock
2019-12-27
4
M
0
65000
25.41
A
199379
D
Common Stock
2019-12-27
4
F
0
128470
84.7800
D
70909
D
Common Stock
2019-12-27
4
F
0
2066
84.7800
D
68843
D
Stock Option
17.45
2019-12-27
4
M
0
6000
0
D
2015-03-18
2021-02-18
Common Stock
6000
0
D
Stock Option
22.04
2019-12-27
4
M
0
6635
0
D
2016-03-24
2022-02-24
Common Stock
6635
0
D
Stock Option
31.49
2019-12-27
4
M
0
1441
0
D
2017-04-01
2023-03-01
Common Stock
1441
0
D
Stock Option
30.55
2019-12-27
4
M
0
3477
0
D
2018-04-01
2024-02-29
Common Stock
3477
0
D
Stock Option
28.77
2019-12-27
4
M
0
4375
0
D
2019-04-01
2025-02-28
Common Stock
4375
0
D
Stock Option
28.77
2019-12-27
4
M
0
16500
0
D
2019-04-01
2025-02-28
Common Stock
16500
0
D
Stock Option
33.04
2019-12-27
4
M
0
12889
0
D
2026-02-28
Common Stock
12889
0
D
Stock Option
52.70
2019-12-27
4
M
0
15810
0
D
2027-02-28
Common Stock
15810
0
D
Stock Option
29.01
2019-12-27
4
M
0
18000
0
D
2028-04-23
Common Stock
18000
0
D
Stock Option
29.01
2019-12-27
4
M
0
24000
0
D
2028-04-23
Common Stock
24000
0
D
Stock Option
29.01
2019-12-27
4
M
0
18000
0
D
2028-04-23
Common Stock
18000
30000
D
Stock Option
25.41
2019-12-27
4
M
0
65000
0
D
2029-02-28
Common Stock
65000
0
D
Shares of common stock (the "Shares") acquired upon the exercise of options ("Options"). While the Reporting Person has not entered into any agreement requiring that the Reporting Person tender the Shares, the Reporting Person intends to tender or cause to be tendered the acquired Shares pursuant to the tender offer by Medusa Merger Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Novartis AG, to purchase, subject to certain conditions, any and all of the outstanding Shares at a price of $85.00 per Share, net to the seller in cash, without interest thereon and subject to any tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 5, 2019.
Represents shares of common stock withheld for payment of the exercise price and taxes incurred in connection with the exercise of stock options in respect of 192,127 shares. No shares were sold on the market and no cash was received.
Represents shares of common stock withheld for payment of taxes incurred in connection with the vesting of 4,972 shares of restricted common stock. No shares were sold on the market and no cash was received.
The option vests in equal monthly installments ending on April 1, 2020. On December 27, 2019, the Registrant approved an acceleration of the vesting of 931 Shares subject to the option.
The option vests in forty-eight equal installments ending April 1, 2021. On December 27, 2019, the Registrant approved an acceleration of the vesting of 4,941 Shares subject to the option.
This performance option becomes exercisable upon the Registrant?s achievement of a key company performance goal during a three year period. On December 27, 2019, the Registrant approved an acceleration of the vesting of 18,000 Shares subject to the performance option.
This performance option becomes exercisable upon the Registrant?s achievement of a key company performance goal during a three year period. On December 27, 2019, the Registrant approved an acceleration of the vesting of 24,000 Shares subject to the performance option.
The performance option, representing a right to purchase a total of 48,000 Shares, becomes exercisable upon the Registrant?s achievement of a key company performance goal during a three year period. On December 27, 2019, the Registrant approved a partial acceleration of the vesting of 18,000 Shares subject to the performance option.
The option vests in forty-eight equal monthly installments beginning April 1, 2019. On December 27, 2019, the Registrant approved an acceleration of the vesting of 52,812 Shares subject to the option.
/s/ Stephen M. Rodin, Attorney-in-Fact for Christopher Visioli
2019-12-31