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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 |
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 | 08/16/2006 | |
**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) | On August 15, 2006 (the "Pricing Date"), Clive A. Meanwell settled his obligation to deliver shares of common stock of The Medicines Company (the "Company") under a prepaid variable forward sales contract (the "Contract") entered into with Bear Stearns Bank plc ("Bear") on June 13, 2003. Pursuant to the Contract, Dr. Meanwell received a cash payment in June 2003 of $1,618,091. In exchange for the cash payment, Dr. Meanwell pledged and agreed to deliver to Bear on the Pricing Date up to 100,000 shares of common stock of the Company. Under the Contract, the number of shares to be delivered by Dr. Meanwell at settlement was determined based on the arithmetic average of the closing offer price of the Company's common stock on the date one week prior to the Pricing Date and on the Pricing Date (the "Settlement Price"); if the Settlement Price was at or below $22.726 per share, Dr. Meanwell was obligated to deliver (continued in Footnote 2) |
(2) | (continued from Footnote 1 above) 100,000 shares to Bear. The Settlement Price was $20.795 per share. As a result, upon settlement, Dr. Meanwell transferred 100,000 shares to Bear. |
(3) | End of period holdings includes 100,923 shares subject to a prepaid variable forward sales contract, pursuant to which Dr. Meanwell pledged and agreed to deliver to Bear in February 2007 up to 100,923 shares of common stock of the Company. |