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Filing Details

Accession Number:: 0001179110-18-014054
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-12-18 16:16:07
Reporting Period:: 2018-12-17

Accepted Time:: 2018-12-18 16:16:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1113481	Medicines Co	MDCO	Pharmaceutical Preparations (2834)	043324394

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1361754	J Alexander Denner	C/O Sarissa Capital Management Lp 660 Steamboat Road Greenwich CT 06830		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-12-17	20,000	$17.91	2,761,000	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2018-12-18	10,000	$18.18	2,771,000	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	3.50% Convertible Senior Notes due 2024	Acquisiton	2018-12-18	0	$20,000,000.00	793,840	$25.19

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2023-10-15	2024-01-14	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	10,429	Direct

Footnotes

All of the shares and notes reported herein as being indirectly beneficially owned by Dr. Denner are directly beneficially owned by funds managed by Sarissa Capital Management LP (such funds, the "Sarissa Funds"). Dr. Denner is the Chief Investment Officer of Sarissa Capital Management LP and the managing member of the general partner of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and notes that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownership of these shares and notes except to the extent of his pecuniary interest therein.
Holders may convert the notes at any time prior to the close of business on the business day immediately preceding 10/15/23 only under the following circumstances: (1) during any calendar quarter commencing on or after 3/31/19 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 5 consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events.
On or after October 15, 2023, until the close of business on the business day immediately preceding the maturity date (i.e., until and including January 14, 2024), holders may convert their notes at any time, regardless of the foregoing circumstances.