Filing Details

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, 3rd Floor Greenwich, CT 06830 203-302-2330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 4, 2020

(Date of Event which Requires Filing of this Statement)

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Introductory Statement.

This statement constitutes Amendment No. 1 (this “Amendment No. 1”) to the Schedule 13D relating to the Common Stock, par value $0.001 (the “Shares”), issued by The Medicines Company (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 30, 2019 (as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Initial Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On November 23, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Novartis AG (“Parent”) and Medusa Merger Corporation (“Merger Sub”), an indirect wholly-owned subsidiary of Parent.  Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the “Offer”) to acquire all of the outstanding Shares at a price per Share of $85.00 in cash (the “Offer Price”).  The Sarissa Funds tendered all of the Shares owned thereby in the Offer, which expired at the end of day at midnight on January 3, 2020.  On January 4, 2020, Merger Sub accepted for payment all Shares validly tendered and not withdrawn and will promptly pay for such Shares.  On January 6, 2020, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation in the Merger and as an indirect, wholly-owned subsidiary of Parent.   The closing of the Merger constituted a “Share Exchange Event” under the Indenture governing the 3.50% Convertible Senior Notes of the Issuer due 2024 (the “Notes”) held by the Sarissa Funds.  Upon the closing of the Merger, the right to convert the Notes into Shares was changed to the right to convert the Notes into the cash amount that a holder of a number of Shares equal to the applicable “Conversion Rate” for the Notes (as increased due to the occurrence of a “Make Whole Fundamental Change” under the Indenture governing the Notes) immediately prior to the Merger would have been entitled to receive based on the Offer Price.  The Sarissa intend to convert all of the Notes held thereby into cash in accordance with the terms of the Indenture governing the Notes.

Accordingly, upon the closing of the Offer and after giving effect to the conversion of the Notes by the Sarissa Funds as described above, the Reporting Persons will no longer beneficially own any Shares.  The aggregate proceeds payable to the Reporting Persons in connection with the Merger for the Shares and the Notes held by the Reporting Persons was US$431,629,150 (excluding the amount payable to the Reporting Persons in respect of the make whole adjustment).

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Item 5.   Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Initial Schedule 13D are hereby amended and restated in their entirety as set forth below, and the Initial Schedule 13D is hereby further amended by adding Item 5(e) thereof, which shall read as set forth below:

(a) and (b) As a result of the transactions described in Item 4 of this Amendment No. 1, upon the expiration of the Offer and the acceptance of the Shares for payment, which occurred on January 4, 2020, and after giving effect to the conversion of the Notes to cash as described in Item 4 of this Amendment No. 1, none of the Reporting Persons beneficially own any Shares.

 (c)  Except for the transactions described in Item 4 of this Amendment No. 1, no transaction in the Shares was effected during the past sixty (60) days by any of the Reporting Persons.

(e)  As a result of the transactions described in Item 4 of this Amendment No. 1, upon the expiration of the Offer and the acceptance of the Shares for payment, which occurred on January 4, 2020, and after giving effect to the conversion of the Notes to cash as described in Item 4 of this Amendment No. 1, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 7, 2020

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

/s/Alexander J. Denner________________________
Alexander J. Denner