0000950142-20-000050.txt : 20200106 0000950142-20-000050.hdr.sgml : 20200106 20200106133225 ACCESSION NUMBER: 0000950142-20-000050 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: Visioli Christopher CENTRAL INDEX KEY: 0001735486 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31191 FILM NUMBER: 20508998 MAIL ADDRESS: STREET 1: 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 es2000135_4-visioli.xml OWNERSHIP DOCUMENT X0306 4 2020-01-06 1 0001113481 MEDICINES CO /DE MDCO 0001735486 Visioli Christopher C/O THE MEDICINES COMPANY 8 SYLVAN WAY PARSIPPANY NJ 07054 0 1 0 0 Chief Financial Officer Common Stock 2020-01-06 4 D 0 68843 D 0 D Stock Option 29.01 2020-01-06 4 D 0 30000 0 D Common Stock 30000 0 D Stock Option 29.01 2020-01-06 4 D 0 24000 0 D Common Stock 24000 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"), without interest thereon and subject to any tax withholding. 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, less any required withholding taxes. /s/ Stephen M. Rodin, Attorney-in-Fact for Christopher Visioli 2020-01-06