Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Swan Winifred L
  2. Issuer Name and Ticker or Trading Symbol
NxStage Medical, Inc. [NXTM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
SVP and General Counsel
(Last)
(First)
(Middle)
350 MERRIMACK STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019
(Street)

LAWRENCE, MA 01843
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/21/2019   D(1)   13,077 D $ 30 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 11.03 02/21/2019   D(2)     11,542 04/04/2013 03/03/2023 Common Stock 11,542 $ 0 0 D  
Stock Option (Right to Buy) $ 14.66 02/21/2019   D(2)     49,529 04/10/2014 03/09/2024 Common Stock 49,529 $ 0 0 D  
Stock Option (Right to Buy) $ 16.66 02/21/2019   D(2)     53,315 04/03/2015 03/02/2025 Common Stock 53,315 $ 0 0 D  
Stock Option (Right to Buy) $ 15.58 02/21/2019   D(2)     71,509 04/09/2016 03/08/2026 Common Stock 71,509 $ 0 0 D  
Stock Option (Right to Buy) $ 27.89 02/21/2019   D(2)     39,884 04/09/2017 03/08/2027 Common Stock 39,884 $ 0 0 D  
Restricted Stock Unit $ 0 02/21/2019   D(3)     9,314 03/09/2018 03/09/2020 Common Stock 13,971 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Swan Winifred L
350 MERRIMACK STREET
LAWRENCE, MA 01843
      SVP and General Counsel  

Signatures

 /s/ Aras Lapinskas, attorney-in-fact for Winifred Swan   02/25/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Disposed of under Merger Agreement with Fresenius Medical Care Holdings, Inc. in which all outstanding shares of Issuer's Common Stock were converted into the right to receive $30 per share in cash.
(2) This option was canceled in the Merger in exchange for an amount in cash equal to the product of the total number of shares subject to the option multiplied by the excess of the Merger Consideration of $30 per share over the option exercise price.
(3) These performance shares were canceled in the Merger in exchange for an amount in cash equal to the product of the total number of performance shares multiplied by the Merger Consideration of $30 per share.

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