The Medicines Company
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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584688105
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(CUSIP Number)
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Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road, 3rd Floor
Greenwich, CT 06830
203-302-2330
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
January 4, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 584688105
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
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SHARED VOTING POWER
0 |
|||
9
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SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 584688105
|
Page 3 of 10 Pages
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
14
|
TYPE OF REPORTING PERSON
IN
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CUSIP No. 584688105
|
Page 4 of 10 Pages
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Offshore Master Fund LP |
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 584688105
|
Page 5 of 10 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Catapult Fund LLC |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 584688105
|
Page 6 of 10 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Hawkeye Fund LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 584688105
|
Page 7 of 10 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Athena Fund Ltd |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) (b)
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 584688105
|
Page 8 of 10 Pages
|
CUSIP No. 584688105
|
Page 9 of 10 Pages
|
CUSIP No. 584688105
|
Page 10 of 10 Pages
|
By:
|
/s/ Mark DiPaolo
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
|
By:
|
/s/ Mark DiPaolo
Name: Mark DiPaolo
Title: Authorized Person
|
SARISSA CAPITAL CATAPULT FUND LLC
|
|
By: Sarissa Capital Management LP, its managing member
|
|
|
|
By:
|
/s/ Mark DiPaolo
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
|
|
|
SARISSA CAPITAL HAWKEYE FUND LP
|
|
By: Sarissa Capital Fund GP LP, its general partner
|
|
|
|
By:
|
/s/ Mark DiPaolo
Name: Mark DiPaolo
Title: Authorized Person
|
|
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SARISSA CAPITAL ATHENA FUND LTD
|
|
|
|
By:
|
/s/ Alexander J. Denner, Ph.D
Name: Alexander J. Denner, Ph.D.
Title: Director
|