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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | $ 28.6 | 02/16/2007 | A | 100,000 | (5) | 02/16/2017 | Common Stock | 100,000 | $ 0 | 100,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MEANWELL CLIVE THE MEDICINES COMPANY 8 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
X | Chief Executive Officer |
/s/ Clive A. Meanwell | 02/21/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | End of period holdings includes 100,923 shares subject to a prepaid variable forward sales contract (the "Contract"), pursuant to which Dr. Meanwell pledged and agreed to deliver to Bear Stearns Bank plc ("Bear") in February 2007 up to 100,923 shares of common stock of The Medicines Company (the "Company"). |
(2) | On February 20, 2007 (the "Pricing Date"), Clive A. Meanwell settled his obligation to deliver shares of common stock of the Company under the Contract entered into with Bear on August 19, 2004 by delivering 85,403 shares of common stock to Bear. Pursuant to the Contract, Dr. Meanwell received a cash payment in August 2004 of $2,091,401.59. In exchange for the cash payment, Dr. Meanwell pledged and agreed to deliver to Bear on the Pricing Date up to 100,923 shares of common stock of the Company. Under the Contract, the number of shares delivered by Dr. Meanwell at settlement was determined based on the closing price (the "Settlement Price") of the Company's common stock on the Pricing Date. The Settlement Price was $28.81 per share. Dr. Meanwell was obligated to deliver a number of shares equal to the product of (a) 100,923 and (continued in Footnote 3 below) |
(3) | (continued from Footnote 2 above) (b) the ratio obtained by dividing the Floor Price of $24.38 per share by the Settlement Price. As a result, Dr. Meanwell was obligated to deliver 85,403 shares to Bear and was not required to deliver 15,520 shares which were subject to the Contract. |
(4) | Consists of the 15,520 shares of common stock that Dr. Meanwell retained and was not required to deliver to Bear under the Contract, as described in Footnotes 2 and 3 above. |
(5) | The option vests in 48 equal monthly installments beginning on March 16, 2007. |