The Medicines Company
|
(Name of Issuer)
|
Common Stock, $0.001 par value
|
(Title of Class of Securities)
|
584688105
|
(CUSIP Number)
|
Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
May 20, 2019
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 584688105
|
Page 2 of 12 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management 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
706,000 |
||
8
|
SHARED VOTING POWER
3,446,000 |
|||
9
|
SOLE DISPOSITIVE POWER
706,000 |
|||
10
|
SHARED DISPOSITIVE POWER
3,446,000 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,152,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.62% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 584688105
|
Page 3 of 12 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner, Ph.D. |
|||
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
United States |
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
4,152,000 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
4,152,000 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,152,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.62% |
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 584688105
|
Page 4 of 12 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Offshore Master 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
Cayman Islands |
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,974,000 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
1,974,000 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,974,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.67% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 584688105
|
Page 5 of 12 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
592,000 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
592,000 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.80% |
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 584688105
|
Page 6 of 12 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
475,000 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
475,000 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.64% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 584688105
|
Page 7 of 12 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
405,000 |
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
405,000 |
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.55% |
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 584688105
|
Page 8 of 12 Pages
|
CUSIP No. 584688105
|
Page 9 of 12 Pages
|
Name of Reporting Person
|
Date of Transaction
|
Amount of Securities
|
Price Per Share ($)
|
Sarissa Athena
|
May 20, 2019
|
160,000
|
34.50
|
Sarissa Athena
|
May 21, 2019
|
76,600
|
33.95
|
Sarissa Athena
|
May 22, 2019
|
83,400
|
33.13
|
Sarissa Athena
|
May 29, 2019
|
35,000
|
34.85
|
Sarissa Athena
|
May 30, 2019
|
50,000
|
34.81
|
Sarissa Capital
|
May 21, 2019
|
55,400
|
33.95
|
Sarissa Capital
|
May 22, 2019
|
55,600
|
33.13
|
CUSIP No. 584688105
|
Page 10 of 12 Pages
|
CUSIP No. 584688105
|
Page 11 of 12 Pages
|
SARISSA CAPITAL MANAGEMENT LP
|
|
By:
|
/s/ Mark DiPaolo
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
|
SARISSA CAPITAL OFFSHORE MASTER FUND LP
|
|
By: Sarissa Capital Offshore Fund GP LLC, its general partner
|
|
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
|
SARISSA CAPITAL ATHENA FUND LTD
|
|
By:
|
/s/ Alexander J. Denner, Ph.D
Name: Alexander J. Denner, Ph.D.
Title: Director
|
CUSIP No. 584688105
|
Page 12 of 12 Pages
|
Alexander J. Denner, Ph.D. |
Chief Investment Officer of Sarissa Capital and Director of Sarissa Athena
|
Mark DiPaolo |
Senior Partner and General Counsel of Sarissa Capital
|
Patrice Bonfiglio |
Chief Financial Officer and Chief Compliance Officer of Sarissa Capital
|
Cary Marr |
Director of Sarissa Athena |
Jonathan Roney
|
Director of Sarissa Athena
|
SARISSA CAPITAL MANAGEMENT LP
|
|
By:
|
/s/ Mark DiPaolo
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
|
SARISSA CAPITAL OFFSHORE MASTER FUND LP
|
|
By: Sarissa Capital Offshore Fund GP LLC, its general partner
|
|
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
|
SARISSA CAPITAL ATHENA FUND LTD
|
|
By:
|
/s/ Alexander J. Denner, Ph.D
Name: Alexander J. Denner, Ph.D.
Title: Director
|