SEC Form 4 · accession 0001179110-18-014054
MEDICINES CO /DE · MDCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander J Denner
Director
Period of report
Dec 17, 2018
Accepted (ET)
Dec 18, 2018 · 4:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001113481
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 17, 2018 | P | 20,000 | $17.91 | A | 2,761,000 | I | See footnote |
| Common StockF1 | Dec 18, 2018 | P | 10,000 | $18.18 | A | 2,771,000 | I | See footnote |
| Common Stock | holding | — | — | — | 10,429 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3.50% Convertible Senior Notes due 2024F1,F2,F3 | $25.19 | Dec 18, 2018 | P | — | A | Oct 15, 2023 | Jan 14, 2024 | Common Stock | 793,840 | — | I |
Explanation of responses
- F1All 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.
- F2Holders 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.
- F3On 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.