4//SEC Filing
Schlesinger Sarah J. 4
Accession 0000950142-20-000048
CIK 0001113481other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 1:30 PM ET
Size
12.8 KB
Accession
0000950142-20-000048
Insider Transaction Report
Form 4
MEDICINES CO /DEMDCO
Schlesinger Sarah J.
Director
Transactions
- Disposition to Issuer
Stock Option
2020-01-06−9,141→ 0 totalExercise: $33.86→ Common Stock (9,141 underlying) - Disposition to Issuer
Common Stock
2020-01-06−7,429→ 0 total - Disposition to Issuer
Stock Option
2020-01-06−26,383→ 0 totalExercise: $29.83→ Common Stock (26,383 underlying) - Disposition to Issuer
Stock Option
2020-01-06−8,410→ 0 totalExercise: $34.81→ Common Stock (8,410 underlying)
Footnotes (3)
- [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]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
Issuer
MEDICINES CO /DE
CIK 0001113481
Entity typeother
Related Parties
1- filerCIK 0001579873
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 1:30 PM ET
- Size
- 12.8 KB