SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Connor William Bernard

(Last)

(First)

(Middle)

8 SYLVAN WAY

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDICINES CO /DE [ MDCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP & Chief Acct. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2013		S		570⁽¹⁾	D	$32.42⁽²⁾	20,220	D
Common Stock	02/21/2013		M		1,823	A	$7.31	22,043	D
Common Stock⁽³⁾	02/21/2013		S		1,823	D	$32.9	20,220	D
Common Stock	02/21/2013		M		3,473	A	$17.45	23,693	D
Common Stock⁽³⁾	02/21/2013		S		3,473	D	$32.9	20,220	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$7.31	02/21/2013		M			1,823	⁽⁴⁾	02/19/2020	Common Stock	1,823	$0	4,375	D
Option (right to buy)	$17.45	02/21/2013		M			3,473	⁽⁵⁾	02/18/2021	Common Stock	3,473	$0	16,666	D

Explanation of Responses:

1. Represents the number of shares sold to cover the tax expense associated with the vesting of restricted shares held by Mr. O'Connor pursuant to his Restricted Stock Agreements with the Company.

2. The range of prices for the transactions reported on this line is between $32.40 and $32.43 per share. The price reported above reflects the weighted average sales price. The undersigned undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

3. The common stock sales reported on this line of the Form 4 were effected pursuant to a Rule 10b5-1 program adopted by Mr. O'Connor on March 10, 2011 as amended on March 16, 2012.

4. As of 2/21/2013, the original grant (17,500 shares granted on 2/19/2010) was vested with respect to 13,125 of the shares covered thereby and the remaining 4,375 shares covered by this option vest in equal monthly installments ending on 2/19/2014.

5. As of 2/21/2013, the original grant (33,333 shares granted on 2/18/2011) was vested with respect to 16,667 of the shares covered thereby and the remaining 16,666 shares covered by this option vest in equal monthly installments ending on 2/18/2015.

	/s/ William B. O'Connor	02/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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