0000950142-19-002600.txt : 20191231
0000950142-19-002600.hdr.sgml : 20191231
20191231195403
ACCESSION NUMBER: 0000950142-19-002600
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: MEANWELL CLIVE
CENTRAL INDEX KEY: 0001204787
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31191
FILM NUMBER: 191320373
MAIL ADDRESS:
STREET 1: THE MEDICINES CO
STREET 2: 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
es1901380_4-meanwell.xml
OWNERSHIP DOCUMENT
X0306
4
2019-12-27
0
0001113481
MEDICINES CO /DE
MDCO
0001204787
MEANWELL CLIVE
C/O THE MEDICINES COMPANY
8 SYLVAN WAY
PARSIPPANY
NJ
07054
1
1
0
0
Chief Innovation Officer
Common Stock
2019-12-27
4
M
0
60000
7.31
A
350810
D
Common Stock
2019-12-27
4
M
0
15620
13.54
A
366430
D
Common Stock
2019-12-27
4
M
0
240000
17.45
A
606430
D
Common Stock
2019-12-27
4
M
0
150000
22.04
A
756430
D
Common Stock
2019-12-27
4
M
0
64568
31.49
A
820998
D
Common Stock
2019-12-27
4
M
0
11483
30.55
A
832481
D
Common Stock
2019-12-27
4
F
0
329796
84.78
D
502685
D
Common Stock
2019-12-27
4
F
0
22345
84.78
D
480340
D
Stock Option
7.31
2019-12-27
4
M
0
60000
0
D
2014-03-19
2020-02-19
Common Stock
60000
0
D
Stock Option
13.54
2019-12-27
4
M
0
15620
0
D
2011-12-07
2020-12-07
Common Stock
15620
0
D
Stock Option
17.45
2019-12-27
4
M
0
240000
0
D
2015-03-18
2021-02-18
Common Stock
240000
0
D
Stock Option
22.04
2019-12-27
4
M
0
150000
0
D
2016-03-24
2022-02-24
Common Stock
150000
0
D
Stock Option
31.49
2019-12-27
4
M
0
64568
0
D
2017-04-01
2023-03-01
Common Stock
64568
0
D
Stock Option
30.55
2019-12-27
4
M
0
11483
0
D
2018-04-01
2024-02-29
Common Stock
11483
120000
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 541,671 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 45,369 shares of restricted common stock. No shares were sold on the market and no cash was received.
The option, representing a right to purchase a total of 131,483 Shares, became fully exercisable as of April 1, 2018.
/s/ Stephen M. Rodin, Attorney-in-Fact for Clive Meanwell
2019-12-31