0000950142-20-000046.txt : 20200106 0000950142-20-000046.hdr.sgml : 20200106 20200106132903 ACCESSION NUMBER: 0000950142-20-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200106 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Panayiotopoulos Paris CENTRAL INDEX KEY: 0001662996 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31191 FILM NUMBER: 20508990 MAIL ADDRESS: STREET 1: ARIAD PHARMACEUTICALS, INC. STREET 2: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 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 es2000131_4-panayiotopoulos.xml OWNERSHIP DOCUMENT X0306 4 2020-01-06 1 0001113481 MEDICINES CO /DE MDCO 0001662996 Panayiotopoulos Paris 8 SYLVAN WAY PARSIPPANY NJ 07054 1 0 0 0 Common Stock 2020-01-06 4 D 0 13881 D 0 D Stock Option 51.02 2020-01-06 4 D 0 16559 0 D Common Stock 16559 0 D Stock Option 39.39 2020-01-06 4 D 0 8577 0 D Common Stock 8577 0 D Stock Option 33.86 2020-01-06 4 D 0 9141 0 D Common Stock 9141 0 D Stock Option 34.81 2020-01-06 4 D 0 8410 0 D Common Stock 8410 0 D 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"). 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. 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 Paris Panayiotopoulos 2020-01-06