Kelly John C. 4

Accession 0000950142-20-000044

CIK 0001113481other

View on SEC.gov Company Profile

Filed

Jan 5, 7:00 PM ET

Accepted

Jan 6, 1:27 PM ET

Size

69.3 KB

Accession

0000950142-20-000044

Insider Transaction Report

Form 4

Period: 2019-09-26

MEDICINES CO /DEMDCO

Kelly John C.

Director

Transactions

Gift
Stock Option
2019-09-26−13,259→ 0 total
Exercise: $18.18From: 2012-05-26Exp: 2021-05-26→ Common Stock (13,259 underlying)
Gift
Stock Option
2019-09-26−10,016→ 0 total
Exercise: $27.78From: 2015-05-29Exp: 2024-05-29→ Common Stock (10,016 underlying)
Gift
Stock Option
2019-09-26−16,512→ 0 total
Exercise: $28.14From: 2016-05-28Exp: 2025-05-28→ Common Stock (16,512 underlying)
Gift
Stock Option
2019-09-26−8,577→ 0 total
Exercise: $39.39From: 2018-05-25Exp: 2027-05-25→ Common Stock (8,577 underlying)
Gift
Stock Option
2019-09-26−9,141→ 0 total
Exercise: $33.86From: 2019-05-31Exp: 2028-05-31→ Common Stock (9,141 underlying)
Gift
Stock Option
2019-09-26+9,141→ 9,141 total(indirect: By Trust)
Exercise: $33.86From: 2019-05-31Exp: 2028-05-31→ Common Stock (9,141 underlying)
Disposition to Issuer
Stock Option
2020-01-06−13,259→ 0 total(indirect: By Trust)
Exercise: $18.18→ Common Stock (13,269 underlying)
Gift
Stock Option
2019-09-26+13,259→ 13,259 total(indirect: By Trust)
Exercise: $18.18From: 2012-05-26Exp: 2021-05-26→ Common Stock (13,259 underlying)
Gift
Stock Option
2019-09-26−12,039→ 0 total
Exercise: $21.14From: 2013-05-22Exp: 2022-05-22→ Common Stock (12,039 underlying)
Gift
Stock Option
2019-09-26+12,039→ 12,039 total(indirect: By Trust)
Exercise: $21.14From: 2013-05-22Exp: 2022-05-22→ Common Stock (12,039 underlying)
Gift
Stock Option
2019-09-26−9,763→ 0 total
Exercise: $33.13From: 2014-05-30Exp: 2023-05-30→ Common Stock (9,763 underlying)
Gift
Stock Option
2019-09-26+9,763→ 9,763 total(indirect: By Trust)
Exercise: $33.13From: 2014-05-30Exp: 2023-05-30→ Common Stock (9,763 underlying)
Gift
Stock Option
2019-09-26+10,016→ 10,016 total(indirect: By Trust)
Exercise: $27.78From: 2015-05-29Exp: 2024-05-29→ Common Stock (10,016 underlying)
Gift
Stock Option
2019-09-26−9,700→ 0 total
Exercise: $37.22From: 2017-05-26Exp: 2026-05-26→ Common Stock (9,700 underlying)
Gift
Stock Option
2019-09-26+8,577→ 8,577 total(indirect: By Trust)
Exercise: $39.39From: 2018-05-25Exp: 2027-05-25→ Common Stock (8,577 underlying)
Disposition to Issuer
Stock Option
2020-01-06−12,039→ 0 total(indirect: By Trust)
Exercise: $21.14→ Common Stock (12,039 underlying)
Disposition to Issuer
Stock Option
2020-01-06−9,700→ 0 total(indirect: By Trust)
Exercise: $37.22→ Common Stock (9,700 underlying)
Disposition to Issuer
Stock Option
2020-01-06−8,577→ 0 total(indirect: By Trust)
Exercise: $39.39→ Common Stock (8,577 underlying)
Disposition to Issuer
Stock Option
2020-01-06−9,141→ 0 total(indirect: By Trust)
Exercise: $33.86→ Common Stock (9,141 underlying)
Disposition to Issuer
Common Stock
2020-01-06−32,148→ 0 total
Gift
Stock Option
2019-09-26−25,000→ 0 total
Exercise: $16.00From: 2014-05-26Exp: 2021-04-26→ Common Stock (25,000 underlying)
Gift
Stock Option
2019-09-26+25,000→ 25,000 total(indirect: By Trust)
Exercise: $16.00From: 2014-05-26Exp: 2021-04-26→ Common Stock (25,000 underlying)
Gift
Stock Option
2019-09-26+16,512→ 16,512 total(indirect: By Trust)
Exercise: $28.14From: 2016-05-28Exp: 2025-05-28→ Common Stock (16,512 underlying)
Gift
Stock Option
2019-09-26+9,700→ 9,700 total(indirect: By Trust)
Exercise: $37.22From: 2017-05-26Exp: 2026-05-26→ Common Stock (9,700 underlying)
Disposition to Issuer
Stock Option
2020-01-06−25,000→ 0 total(indirect: By Trust)
Exercise: $16.00→ Common Stock (25,000 underlying)
Disposition to Issuer
Stock Option
2020-01-06−10,016→ 0 total(indirect: By Trust)
Exercise: $27.78→ Common Stock (10,016 underlying)
Disposition to Issuer
Stock Option
2020-01-06−16,512→ 0 total(indirect: By Trust)
Exercise: $28.14→ Common Stock (16,512 underlying)
Disposition to Issuer
Stock Option
2020-01-06−8,410→ 0 total
Exercise: $34.81→ Common Stock (8,410 underlying)
Disposition to Issuer
Stock Option
2020-01-06−9,763→ 0 total(indirect: By Trust)
Exercise: $33.13→ Common Stock (9,763 underlying)

Footnotes (4)

[F1]Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").
[F2]The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.
[F3]On September 26, 2019, the Reporting Person gifted stock options to a family trust. The Reporting Person's adult children maintain investment control over the family trust.
[F4]Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Documents

1 file

4
es2000129_4-kelly.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

MEDICINES CO /DE

CIK 0001113481

→

Entity typeother

Related Parties

filerCIK 0001430345

Filing Metadata

Form type: 4
Filed: Jan 5, 7:00 PM ET
Accepted: Jan 6, 1:27 PM ET
Size: 69.3 KB

View on SEC.gov