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