Rodin Stephen M 4

Accession 0000950142-19-002601

CIK 0001113481other

View on SEC.gov Company Profile

Filed

Dec 30, 7:00 PM ET

Accepted

Dec 31, 7:54 PM ET

Size

48.5 KB

Accession

0000950142-19-002601

Insider Transaction Report

Form 4

Period: 2019-12-27

MEDICINES CO /DEMDCO

Rodin Stephen M

SVP and General Counsel

Transactions

Exercise/Conversion
Common Stock
2019-12-27$7.31/sh+7,500$54,825→ 36,707 total
Exercise/Conversion
Common Stock
2019-12-27$13.57/sh+10,000$135,700→ 46,707 total
Exercise/Conversion
Common Stock
2019-12-27$17.45/sh+7,500$130,875→ 54,207 total
Exercise/Conversion
Stock Option
2019-12-27−7,500→ 0 total
Exercise: $7.31From: 2014-03-19Exp: 2020-02-19→ Common Stock (7,500 underlying)
Exercise/Conversion
Stock Option
2019-12-27−40,000→ 0 total
Exercise: $30.07From: 2018-04-03Exp: 2024-03-02→ Common Stock (40,000 underlying)
Exercise/Conversion
Stock Option
2019-12-27−42,159→ 0 total
Exercise: $52.70Exp: 2027-02-28→ Common Stock (42,159 underlying)
Exercise/Conversion
Common Stock
2019-12-27$22.04/sh+3,516$77,493→ 57,723 total
Exercise/Conversion
Common Stock
2019-12-27$28.77/sh+5,000$143,850→ 108,501 total
Exercise/Conversion
Stock Option
2019-12-27−3,582→ 0 total
Exercise: $30.55From: 2018-04-01Exp: 2024-02-29→ Common Stock (3,582 underlying)
Exercise/Conversion
Stock Option
2019-12-27−3,516→ 0 total
Exercise: $22.04From: 2016-03-24Exp: 2022-02-24→ Common Stock (3,516 underlying)
Exercise/Conversion
Stock Option
2019-12-27−5,000→ 0 total
Exercise: $28.77From: 2019-04-01Exp: 2025-02-28→ Common Stock (5,000 underlying)
Exercise/Conversion
Stock Option
2019-12-27−25,000→ 40,000 total
Exercise: $25.41Exp: 2029-02-28→ Common Stock (25,000 underlying)
Exercise/Conversion
Common Stock
2019-12-27$31.49/sh+2,196$69,152→ 59,919 total
Exercise/Conversion
Common Stock
2019-12-27$30.55/sh+3,582$109,430→ 63,501 total
Exercise/Conversion
Common Stock
2019-12-27$52.70/sh+42,159$2,221,779→ 198,304 total
Tax Payment
Common Stock
2019-12-27$84.78/sh−133,635$11,329,575→ 89,669 total
Exercise/Conversion
Stock Option
2019-12-27−10,000→ 0 total
Exercise: $13.57From: 2015-01-01Exp: 2020-12-01→ Common Stock (10,000 underlying)
Exercise/Conversion
Stock Option
2019-12-27−2,196→ 0 total
Exercise: $31.49From: 2017-04-01Exp: 2023-03-01→ Common Stock (2,196 underlying)
Exercise/Conversion
Common Stock
2019-12-27$30.07/sh+40,000$1,202,800→ 103,501 total
Exercise/Conversion
Common Stock
2019-12-27$33.04/sh+47,644$1,574,158→ 156,145 total
Exercise/Conversion
Common Stock
2019-12-27$25.41/sh+25,000$635,250→ 223,304 total
Tax Payment
Common Stock
2019-12-27$84.78/sh−4,887$414,320→ 84,782 total
Exercise/Conversion
Stock Option
2019-12-27−7,500→ 0 total
Exercise: $17.45From: 2015-03-18Exp: 2021-02-18→ Common Stock (7,500 underlying)
Exercise/Conversion
Stock Option
2019-12-27−47,644→ 0 total
Exercise: $33.04Exp: 2026-02-28→ Common Stock (47,644 underlying)

Footnotes (6)

[F1]Shares of common stock (the ?Shares?) acquired upon the exercise of options (?Options?). While the Reporting Person has not entered into any agreement requiring that the Reporting Person tender the Shares, the Reporting Person intends to tender or cause to be tendered the acquired Shares pursuant to the tender offer by Medusa Merger Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Novartis AG, to purchase, subject to certain conditions, any and all of the outstanding Shares at a price of $85.00 per Share, net to the seller in cash, without interest thereon and subject to any tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 5, 2019.
[F2]Represents shares of common stock withheld for payment of the exercise price and taxes incurred in connection with the exercise of stock options in respect of 194,097 shares. No shares were sold on the market and no cash was received.
[F3]Represents shares of common stock withheld for payment of taxes incurred in connection with the vesting of 9,919 shares of restricted common stock. No shares were sold on the market and no cash was received.
[F4]The option vests in forty-eight equal installments beginning April 1, 2016. On December 27, 2019, the Registrant approved an acceleration of the vesting of 2,978 Shares subject to the option.
[F5]The option vests in forty-eight equal installments beginning April 1, 2017. On December 27, 2019, the Registrant approved an acceleration of the vesting of 13,175 Shares subject to the option.
[F6]The option, representing a right to purchase a total of 65,000 Shares, vests in forty-eight equal installments beginning April 1, 2019. On December 27, 2019, the Registrant approved a partial acceleration of the vesting of 12,812 Shares subject to the option.

Documents

1 file

4
es1901381_4-rodin.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

MEDICINES CO /DE

CIK 0001113481

→

Entity typeother

Related Parties

filerCIK 0001634386

Filing Metadata

Form type: 4
Filed: Dec 30, 7:00 PM ET
Accepted: Dec 31, 7:54 PM ET
Size: 48.5 KB

View on SEC.gov