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