Visioli Christopher 4

Accession 0000950142-19-002603

CIK 0001113481other

View on SEC.gov Company Profile

Filed

Dec 30, 7:00 PM ET

Accepted

Dec 31, 7:55 PM ET

Size

53.1 KB

Accession

0000950142-19-002603

Insider Transaction Report

Form 4

Period: 2019-12-27

MEDICINES CO /DEMDCO

Visioli Christopher

Chief Financial Officer

Transactions

Exercise/Conversion
Stock Option
2019-12-27−18,000→ 0 total
Exercise: $29.01Exp: 2028-04-23→ Common Stock (18,000 underlying)
Exercise/Conversion
Stock Option
2019-12-27−65,000→ 0 total
Exercise: $25.41Exp: 2029-02-28→ Common Stock (65,000 underlying)
Exercise/Conversion
Common Stock
2019-12-27$22.04/sh+6,635$146,235→ 19,887 total
Exercise/Conversion
Common Stock
2019-12-27$28.77/sh+4,375$125,869→ 29,180 total
Exercise/Conversion
Common Stock
2019-12-27$28.77/sh+16,500$474,705→ 45,680 total
Exercise/Conversion
Common Stock
2019-12-27$52.70/sh+15,810$833,187→ 74,379 total
Exercise/Conversion
Common Stock
2019-12-27$29.01/sh+24,000$696,240→ 116,379 total
Tax Payment
Common Stock
2019-12-27$84.78/sh−128,470$10,891,687→ 70,909 total
Exercise/Conversion
Stock Option
2019-12-27−6,000→ 0 total
Exercise: $17.45From: 2015-03-18Exp: 2021-02-18→ Common Stock (6,000 underlying)
Exercise/Conversion
Stock Option
2019-12-27−3,477→ 0 total
Exercise: $30.55From: 2018-04-01Exp: 2024-02-29→ Common Stock (3,477 underlying)
Exercise/Conversion
Stock Option
2019-12-27−16,500→ 0 total
Exercise: $28.77From: 2019-04-01Exp: 2025-02-28→ Common Stock (16,500 underlying)
Exercise/Conversion
Stock Option
2019-12-27−15,810→ 0 total
Exercise: $52.70Exp: 2027-02-28→ Common Stock (15,810 underlying)
Exercise/Conversion
Stock Option
2019-12-27−24,000→ 0 total
Exercise: $29.01Exp: 2028-04-23→ Common Stock (24,000 underlying)
Exercise/Conversion
Stock Option
2019-12-27−18,000→ 30,000 total
Exercise: $29.01Exp: 2028-04-23→ Common Stock (18,000 underlying)
Exercise/Conversion
Common Stock
2019-12-27$17.45/sh+6,000$104,700→ 13,252 total
Tax Payment
Common Stock
2019-12-27$84.78/sh−2,066$175,155→ 68,843 total
Exercise/Conversion
Stock Option
2019-12-27−4,375→ 0 total
Exercise: $28.77From: 2019-04-01Exp: 2025-02-28→ Common Stock (4,375 underlying)
Exercise/Conversion
Stock Option
2019-12-27−12,889→ 0 total
Exercise: $33.04Exp: 2026-02-28→ Common Stock (12,889 underlying)
Exercise/Conversion
Common Stock
2019-12-27$31.49/sh+1,441$45,377→ 21,328 total
Exercise/Conversion
Common Stock
2019-12-27$30.55/sh+3,477$106,222→ 24,805 total
Exercise/Conversion
Common Stock
2019-12-27$33.04/sh+12,889$425,853→ 58,569 total
Exercise/Conversion
Common Stock
2019-12-27$29.01/sh+18,000$522,180→ 92,379 total
Exercise/Conversion
Common Stock
2019-12-27$29.01/sh+18,000$522,180→ 134,379 total
Exercise/Conversion
Common Stock
2019-12-27$25.41/sh+65,000$1,651,650→ 199,379 total
Exercise/Conversion
Stock Option
2019-12-27−6,635→ 0 total
Exercise: $22.04From: 2016-03-24Exp: 2022-02-24→ Common Stock (6,635 underlying)
Exercise/Conversion
Stock Option
2019-12-27−1,441→ 0 total
Exercise: $31.49From: 2017-04-01Exp: 2023-03-01→ Common Stock (1,441 underlying)

Footnotes (9)

[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 192,127 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 4,972 shares of restricted common stock. No shares were sold on the market and no cash was received.
[F4]The option vests in equal monthly installments ending on April 1, 2020. On December 27, 2019, the Registrant approved an acceleration of the vesting of 931 Shares subject to the option.
[F5]The option vests in forty-eight equal installments ending April 1, 2021. On December 27, 2019, the Registrant approved an acceleration of the vesting of 4,941 Shares subject to the option.
[F6]This performance option becomes exercisable upon the Registrant?s achievement of a key company performance goal during a three year period. On December 27, 2019, the Registrant approved an acceleration of the vesting of 18,000 Shares subject to the performance option.
[F7]This performance option becomes exercisable upon the Registrant?s achievement of a key company performance goal during a three year period. On December 27, 2019, the Registrant approved an acceleration of the vesting of 24,000 Shares subject to the performance option.
[F8]The performance option, representing a right to purchase a total of 48,000 Shares, becomes exercisable upon the Registrant?s achievement of a key company performance goal during a three year period. On December 27, 2019, the Registrant approved a partial acceleration of the vesting of 18,000 Shares subject to the performance option.
[F9]The option vests in forty-eight equal monthly installments beginning April 1, 2019. On December 27, 2019, the Registrant approved an acceleration of the vesting of 52,812 Shares subject to the option.

Documents

1 file

4
es1901383_4-visioli.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

MEDICINES CO /DE

CIK 0001113481

→

Entity typeother

Related Parties

filerCIK 0001735486

Filing Metadata

Form type: 4
Filed: Dec 30, 7:00 PM ET
Accepted: Dec 31, 7:55 PM ET
Size: 53.1 KB

View on SEC.gov