MDCO Pemfailan SEC - Medicines Company- Laporan Tahunan, Penyata Proksi, Prospektus

Statistik Asas

LEI	254900Z72DIL282LFL79
CIK	1113481

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Medicines Company

SEC Filings (Chronological Order)

Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.

February 14, 2020	SC 13G/A	MDCO / Medicines Company / Boxer Capital, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* THE MEDICINES COMPANY (Name of Issuer) Common Stock, par value $ $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi
February 12, 2020	SC 13G/A	MDCO / Medicines Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Medicines Co Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1
February 12, 2020	SC 13G/A	MDCO / Medicines Company / VANGUARD SPECIALIZED FUNDS - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Medicines Co Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1
January 28, 2020	SC 13G/A	MDCO / Medicines Company / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Medicines Company Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
January 16, 2020	15-12G	MDCO / Medicines Company 15-12G - - 15-12G 15-12G 1 a20-330011512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-31191 The Medicines Company (Exact na
January 7, 2020	SC 13G/A	MDCO / Medicines Company / WESTFIELD CAPITAL MANAGEMENT CO LP - WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Medicines Company (Name of Issuer) Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S
January 7, 2020	SC 13D/A	MDCO / Medicines Company / Sarissa Capital Management LP - SCHEDULE 13D (AMENDMENT NO. 1) Activist Investment SC 13D/A 1 s010720a.htm SCHEDULE 13D (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Medicines Company (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 584688105 (CUSIP Number) Mark DiPaolo Senior Partner, General Counsel Sarissa Capital Management L
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2020 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-31191 (Commission File Number) 04-
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	POSASR	MDCO / Medicines Company POSASR - - POSASR As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS S-8 POS 1 a20-126712s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No. 333-229936 Registration No. 333-212920 Registration No. 333-206250 Registration No. 333-197986 Registration No. 333-189710 Registration No. 333-167896 Registration No. 333-167895 Registration No. 333-161672 Registration No. 333-157499 Registration No. 333-152105 Registrati
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	EX-99.(A)(5)(D)	MEDIA RELEASE • MEDIA RELEASE • MEDIA RELEASE Exhibit (a)(5)(D) Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland http://www.
January 6, 2020	EX-99.4	The Medicines Company 8 Campus Drive Parsippany, New Jersey 07054 Exhibit 99.4 The Medicines Company 8 Campus Drive Parsippany, New Jersey 07054 January 6, 2020 To: Holders of The Medicines Company 2.75% Convertible Senior Notes Due 2023 (CUSIP No. 584688AGO) and Wells Fargo Bank, National Association as Trustee, Paying Agent and Conversion Agent 333 South Grand Avenue, Fifth Floor, Suite 5A Los Angeles, California 90071 Attention: Corporate Trust Services Re: N
January 6, 2020	EX-99.3	The Medicines Company 8 Campus Drive Parsippany, New Jersey 07054 Exhibit 99.3 The Medicines Company 8 Campus Drive Parsippany, New Jersey 07054 January 6, 2020 To: Holders of The Medicines Company 2.50% Convertible Senior Notes Due 2022 (CUSIP No. 584688AE5) and Wells Fargo Bank, National Association as Trustee, Paying Agent and Conversion Agent 333 South Grand Avenue, Fifth Floor, Suite 5A Los Angeles, California 90071 Attention: Corporate Trust Services Re: N
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2020 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-31191 (Commission File Number) 04-
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	POS AM	MDCO / Medicines Company POS AM - - POS AM As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS S-8 POS 1 a20-12677s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No. 333-229936 Registration No. 333-212920 Registration No. 333-206250 Registration No. 333-197986 Registration No. 333-189710 Registration No. 333-167896 Registration No. 333-167895 Registration No. 333-161672 Registration No. 333-157499 Registration No. 333-152105 Registratio
January 6, 2020	POS AM	MDCO / Medicines Company POS AM - - POS AM As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	POS AM	MDCO / Medicines Company POS AM - - POS AM As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	EX-4.3	Supplemental Indenture, dated as of January 6, 2020, to the indenture, dated as of December 18, 2018, between the Company and the Trustee. Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of January 6, 2020 (this “Supplemental Indenture”), by and between THE MEDICINES COMPANY, a Delaware corporation, as issuer (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), supplements the Indenture, dated as of December 18, 2018 (the “Indenture”), between the Company and the Tru
January 6, 2020	EX-3.2	Amended and Restated Bylaws of The Medicines Company. Exhibit 3.2 THIRD AMENDED AND RESTATED BY-LAWS OF THE MEDICINES COMPANY (the “Corporation”) 1. MEETINGS OF STOCKHOLDERS. 1.1 Annual Meeting. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the board of directors (the “Board”) and stated in the notice of the meeting or waiver of notice thereof; except that no annual meeting
January 6, 2020	EX-99.1	NOTICE OF FULL REDEMPTION THE MEDICINES COMPANY 2.50% CONVERTIBLE SENIOR NOTES DUE 2022 CUSIP Number 584688AE51 Exhibit 99.1 NOTICE OF FULL REDEMPTION OF THE MEDICINES COMPANY 2.50% CONVERTIBLE SENIOR NOTES DUE 2022 CUSIP Number 584688AE51 The Medicines Company (the “Issuer”) by this written notice (the “Notice of Redemption”) on January 6, 2020 hereby exercises, pursuant to Sections 16.01 and 16.02 of the Indenture, dated as of January 13, 2015 (as supplemented from time to time, the “Indenture”), by and b
January 6, 2020	EX-99.2	The Medicines Company Announces Effective Date Of Make-Whole Fundamental Change Relating To Its 2.50% Convertible Senior Notes Due 2022, 2.75% Convertible Senior Notes due 2023 and 3.50% Convertible Senior Notes due 2024 EXHIBIT 99.2 Contact Investor Relations Krishna Gorti, M.D. Investor Relations +1 973 290 6122 [email protected] Media Inquiries Michael Blash Communications +1 973 290 6100 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Announces Effective Date Of Make-Whole Fundamental Change Relating To Its 2.50% Convertible Senior Notes Due 2022, 2.75% Convertible Senior Notes
January 6, 2020	POSASR	MDCO / Medicines Company POSASR - - POSASR POSASR 1 a20-12693posasr.htm POSASR As filed with the Securities and Exchange Commission on January 6, 2020 Registration No. 333-232317 Registration No. 333-209956 Registration No. 333-190568 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-232317 Post-Effective Amendment No. 1 to Form S-3 Registration
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS S-8 POS 1 a20-12671s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No. 333-229936 Registration No. 333-212920 Registration No. 333-206250 Registration No. 333-197986 Registration No. 333-189710 Registration No. 333-167896 Registration No. 333-167895 Registration No. 333-161672 Registration No. 333-157499 Registration No. 333-152105 Registratio
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	SC 14D9/A	MDCO / Medicines Company SC 14D9/A - - SC 14D9/A SC 14D9/A 1 a19-265854sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 The Medicines Company (Name of Subject Company) The Medicines Company (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title
January 6, 2020	SC TO-T/A	NVS / Novartis AG SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) THE MEDICINES COMPANY (Name of Subject Company (Issuer)) MEDUSA MERGER CORPORATION an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Common Stock, $0.001 Par Value
January 6, 2020	POSASR	MDCO / Medicines Company POSASR - - POSASR POSASR 1 a20-12692posasr.htm POSASR As filed with the Securities and Exchange Commission on January 6, 2020 Registration No. 333-232317 Registration No. 333-209956 Registration No. 333-190568 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-232317 Post-Effective Amendment No. 1 to Form S-3 Registration
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	EX-4.1	Supplemental Indenture, dated as of January 6, 2020, to the indenture, dated as of January 13, 2015, between the Company and the Trustee. Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of January 6, 2020 (this “Supplemental Indenture”), by and between THE MEDICINES COMPANY, a Delaware corporation, as issuer (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), supplements the Indenture, dated as of January 13, 2015 (the “Indenture”), between the Company and the Trus
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	EX-4.2	Supplemental Indenture, dated as of January 6, 2020, to the indenture, dated as of June 10, 2016, between the Company and the Trustee. Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of January 6, 2020 (this “Supplemental Indenture”), by and between THE MEDICINES COMPANY, a Delaware corporation, as issuer (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), supplements the Indenture, dated as of June 10, 2016 (the “Indenture”), between the Company and the Trustee
January 6, 2020	EX-3.1	Amended and Restated Certificate of Incorporation of The Medicines Company. Exhibit 3.1 Amended and Restated CERTIFICATE OF INCORPORATION of THE MEDICINES COMPANY 1. The name of the Corporation is The Medicines Company. 2. The address of the Corporation’s registered office is Corporation Service Company, 251 Little Falls Drive, New Castle County Wilmington, Delaware 19808. The Corporation Service Company is the Corporation’s registered agent at that address. 3. The purpos
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	S-8 POS	MDCO / Medicines Company S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 6, 2020 Registration No.
January 6, 2020	EX-99.5	The Medicines Company 8 Campus Drive Parsippany, New Jersey 07054 Exhibit 99.5 The Medicines Company 8 Campus Drive Parsippany, New Jersey 07054 January 6, 2020 To: Holders of The Medicines Company 3.50% Convertible Senior Notes Due 2024 (CUSIP No. 584688 AH8) and Wells Fargo Bank, National Association as Trustee, Paying Agent and Conversion Agent 333 South Grand Avenue, Fifth Floor, Suite 5A Los Angeles, California 90071 Attention: Corporate Trust Services Re:
December 23, 2019	SC TO-T/A	NVS / Novartis AG SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) THE MEDICINES COMPANY (Name of Subject Company (Issuer)) MEDUSA MERGER CORPORATION an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Common Stock, $0.001 Par Value
December 23, 2019	SC 14D9/A	MDCO / Medicines Company SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 The Medicines Company (Name of Subject Company) The Medicines Company (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of Securities) 584688105 (CUSIP Num
December 19, 2019	SC 14D9/A	MDCO / Medicines Company SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 The Medicines Company (Name of Subject Company) The Medicines Company (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of Securities) 584688105 (CUSIP Num
December 19, 2019	SC TO-T/A	NVS / Novartis AG SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) THE MEDICINES COMPANY (Name of Subject Company (Issuer)) MEDUSA MERGER CORPORATION an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Common Stock, $0.001 Par Value
December 9, 2019	SC 13G/A	MDCO / Medicines Company / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 20 )* The Medicines Company (Name of Issuer) Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) November 29, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
December 5, 2019	EX-99.(A)(1)(G)	POWER OF ATTORNEY Exhibit (a)(1)(G) POWER OF ATTORNEY This Power of Attorney is made on 23 November 2019 by Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-103.
December 5, 2019	EX-99.(D)(2)	The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 Exhibit (d)(2) The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 August 21, 2019 Novartis Pharmaceuticals Corporation One Health Plaza East Hanover, NJ 07936-1080 Re: Confidentiality Agreement Ladies and Gentlemen: Novartis Pharmaceuticals Corporation (referred to as “you” or “Novartis”) has expressed its interest in a possible transaction (the “Possible Transaction”) with or involving The Medicines Company (the “Company”) and, in connection therewith, the Company has agreed to make available to you certain information concerning the Company and its subsidiaries and its and their businesses and affairs.
December 5, 2019	SC TO-T	NVS / Novartis AG SC TO-T - - SC TO-T QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
December 5, 2019	EX-99.(A)(1)(A)	Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.00 Net Per Share by Medusa Merger Corporation an indirect wholly owned subsidiary of NOVARTIS AG Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.
December 5, 2019	EX-99.(A)(1)(E)	Offer to Purchase for Cash All Outstanding Shares of Common Stock The Medicines Company at $85.00 Net Per Share in Cash Pursuant to the Offer to Purchase Dated December 5, 2019 by Medusa Merger Corporation an indirect wholly owned subsidiary of NOVAR QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.
December 5, 2019	EX-99.(A)(1)(F)	Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.00 Net Per Share in Cash by MEDUSA MERGER CORPORATION an indirect wholly owned subsidiary of NOVARTIS AG Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
December 5, 2019	EX-99.(A)(1)(C)	Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.00 Net Per Share in Cash Pursuant to the Offer to Purchase Dated December 5, 2019 by Medusa Merger Corporation an indi QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.
December 5, 2019	SC 14D9	MDCO / Medicines Company SC 14D9 - - SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
December 5, 2019	EX-99.(A)(1)(B)	Letter of Transmittal to Tender Shares of Common Stock THE MEDICINES COMPANY at $85.00 Net Per Share in Cash Pursuant to the Offer to Purchase dated December 5, 2019 by Medusa Merger Corporation, an indirect wholly owned subsidiary of Novartis AG QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of THE MEDICINES COMPANY at $85.
December 5, 2019	EX-99.(A)(1)(H)	UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF MEDUSA MERGER CORPORATION November 23, 2019 Exhibit (a)(1)(H) UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF MEDUSA MERGER CORPORATION November 23, 2019 The undersigned, being all of the directors of the board of directors (the “Board”) of Medusa Merger Corporation, a Delaware corporation (the “Corporation”), acting by written consent without a meeting pursuant to Section 2.
December 5, 2019	EX-99.(A)(1)(D)	Offer to Purchase for Cash All Outstanding Shares of Common Stock The Medicines Company at $85.00 Net Per Share in Cash Pursuant to the Offer to Purchase Dated December 5, 2019 by Medusa Merger Corporation an indirect wholly owned subsidiary of NOVAR QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Medicines Company at $85.
November 25, 2019	EX-99.2	NOTICE OF ABILITY TO CONVERT NOTES The Medicines Company 2.50% Convertible Senior Notes due 2022 (“the Notes”) CUSIP Nos. 584688AE5; 584688AD7* EXHIBIT 99.2 NOTICE OF ABILITY TO CONVERT NOTES The Medicines Company 2.50% Convertible Senior Notes due 2022 (“the Notes”) CUSIP Nos. 584688AE5; 584688AD7* Reference is made to the Indenture, dated as of January 13, 2015 (as supplemented from time to time, the “Indenture”), between The Medicines Company (the “Company”) and Wells Fargo Bank, National Association, as Trustee, governing the Notes. T
November 25, 2019	SC TO-C	NVS / Novartis AG SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE MEDICINES COMPANY (Name of Subject Company (Issuer)) MEDUSA MERGER CORPORATION an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Common Stock, $0.001 Par Value (Title of Class of
November 25, 2019	EX-2.1	Agreement and Plan of Merger, dated as of November 23, 2019, by and among the Company, Novartis AG and Medusa Merger Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 25, 2019). EX-2.1 2 eh1901248ex0201.htm EXHIBIT 2.1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among THE MEDICINES COMPANY, NOVARTIS AG and MEDUSA MERGER CORPORATION November 23, 2019 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 15 ARTICLE 2 THE OFFER AND THE MERGER 16 Section 2.01. The Offer 16 Section 2.02. Co
November 25, 2019	EX-99.4	NOTICE OF ABILITY TO CONVERT NOTES The Medicines Company 3.50% Convertible Senior Notes due 2024 (“the Notes”) CUSIP No. 584688 AH8* EXHIBIT 99.4 NOTICE OF ABILITY TO CONVERT NOTES The Medicines Company 3.50% Convertible Senior Notes due 2024 (“the Notes”) CUSIP No. 584688 AH8* Reference is made to the Indenture, dated as of December 18, 2018 (as supplemented from time to time, the “Indenture”), between The Medicines Company (the “Company”) and Wells Fargo Bank, National Association, as Trustee, governing the Notes. This Notice
November 25, 2019	EX-99.1	Press release, dated as of November 24, 2019, issued by The Medicines Company and Novartis AG relating to the proposed acquisition of The Medicines Company (Exhibit 99.1) EXHIBIT 99.1 Contact Investor Relations Krishna Gorti, M.D. Investor Relations +1 973 290 6122 [email protected] Media Inquiries Michael Blash Communications +1 973 290 6100 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Enters Into Definitive Agreement to be Acquired by Novartis AG for $9.7 billion - The Medicines Company to be acquired by Novartis AG for $85 per
November 25, 2019	SC TO-C	NVS / Novartis AG SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE MEDICINES COMPANY (Name of Subject Company (Issuer)) MEDUSA MERGER CORPORATION an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Common Stock, $0.001 Par Value (Title of Class of
November 25, 2019	EX-99.1(A)(5)(A)	MEDIA RELEASE • MEDIA RELEASE • MEDIA RELEASE Exhibit (a)(5)(A) Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland http://www.
November 25, 2019	EX-99.(A)(5)(C)	Client Id: 77 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NOVN.VX - Novartis AG to Acquire The Medicines Company for USD 9.7 Billion Call EVENT DATE/TIME: NOVEMBER 25, 2019 / 6:00AM GMT THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Exhibit (a)(5)(C) Client Id: 77 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NOVN.
November 25, 2019	EX-99.3	NOTICE OF ABILITY TO CONVERT NOTES The Medicines Company 2.75% Convertible Senior Notes due 2023 (“the Notes”) CUSIP Nos. 584688AG0; 584688AF2* EXHIBIT 99.3 NOTICE OF ABILITY TO CONVERT NOTES The Medicines Company 2.75% Convertible Senior Notes due 2023 (“the Notes”) CUSIP Nos. 584688AG0; 584688AF2* Reference is made to the Indenture, dated as of June 10, 2016 (as supplemented from time to time, the “Indenture”), between The Medicines Company (the “Company”) and Wells Fargo Bank, National Association, as Trustee, governing the Notes. This
November 25, 2019	SC 14D9	MDCO / Medicines Company SC 14D9 - - SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 The Medicines Company (Name of Subject Company) The Medicines Company (Names of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 584688105 (CUSIP Num
November 25, 2019	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 23, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File
November 25, 2019	EX-99.1	The Medicines Company Enters Into Definitive Agreement to be Acquired by Novartis AG for $9.7 billion EXHIBIT 99.1 Contact Investor Relations Krishna Gorti, M.D. Investor Relations +1 973 290 6122 [email protected] Media Inquiries Michael Blash Communications +1 973 290 6100 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Enters Into Definitive Agreement to be Acquired by Novartis AG for $9.7 billion - The Medicines Company to be acquired by Novartis AG for $85 per
November 25, 2019	EX-99.1(A)(5)(B)	Novartis enters into agreement to acquire The Medicines Company Investor Presentation November 25, 2019 Novartis AG Investor Relations Exhibit (a)(5)(B) Novartis enters into agreement to acquire The Medicines Company Investor Presentation November 25, 2019 Novartis AG Investor Relations Disclaimer This presentation contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, that can generally be identified by words such as “to be commenced”, “to purchase”, “to acqu
October 30, 2019	EX-99.1	THE MEDICINES COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net revenues $ — $ (3,300 ) $ — $ 6,138 Operating expenses: Cost The Medicines Company 8 Sylvan Way, Parsippany, NJ 07054 Tel 1 973 290 6000 Fax 1 973 656 9898 Contact Investor Relations Krishna Gorti, M.
October 30, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File
October 30, 2019	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Co
July 24, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Num
July 24, 2019	EX-99.1	THE MEDICINES COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net revenues $ — $ 1,667 $ — $ 9,438 Operating expenses: Cost of revenues — The Medicines Company 8 Sylvan Way, Parsippany, NJ 07054 Tel 1 973 290 6000 Fax 1 973 656 9898 Contact Investor Relations Krishna Gorti, M.
July 24, 2019	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commiss
June 28, 2019	EX-99.1	The Medicines Company EXHIBIT 99.1 The Medicines Company 8 Sylvan Way, Parsippany, NJ 07054 Tel 1 973 290 6000 Fax 1 973 656 9898 Contact Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations 973 290 6122 [email protected] Media Inquiries Michael Blash Vice President, Communications 973 290 6100 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Announces Pricing of Publ
June 28, 2019	EX-1.1	Underwriting Agreement, dated as of June 25, 2019, by and among the Company, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. EXHIBIT 1.1 THE MEDICINES COMPANY 4,545,455 Shares of Common Stock Underwriting Agreement June 25, 2019 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179-0001 Ladies and Gentlemen: The Medicines Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in
June 28, 2019	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 1 eh19008728k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2019 THE MEDICINES COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of Incorporation) 000
June 28, 2019	EX-99.2	The Medicines Company EXHIBIT 99.2 The Medicines Company 8 Sylvan Way, Parsippany, NJ 07054 Tel 1 973 290 6000 Fax 1 973 656 9898 Contact Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations 973 290 6122 [email protected] Media Inquiries Michael Blash Vice President, Communications 973 290 6100 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Announces Pricing of Publ
June 26, 2019	424B5	CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common stock, par value $0.001 per share 5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common stock, par value $0.
June 25, 2019	424B5	Subject to Completion, Dated June 24, 2019 424B5 1 a2239128z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As Filed Pursuant to Rule 424(b)(5) Registration No. 333-232317 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commis
June 24, 2019	S-3ASR	MDCO / Medicines Company S-3ASR - - S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on June 24, 2019 Registration No.
June 24, 2019	EX-4.7	Form of Senior Note Exhibit 4.7 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
June 24, 2019	EX-4.8	Form of Subordinated Note Exhibit 4.8 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
June 24, 2019	EX-4.6	Form of Subordinated Indenture Exhibit 4.6 THE MEDICINES COMPANY and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b)
June 24, 2019	EX-4.5	Form of Senior Indenture Exhibit 4.5 THE MEDICINES COMPANY and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapp
June 5, 2019	8-K	Submission of Matters to a Vote of Security Holders 8-K 1 form8-k2019shareholdermeet.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdictio
May 30, 2019	EX-1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of The Medicines Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
May 30, 2019	SC 13D	MDCO / Medicines Company / Sarissa Capital Management LP - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* The Medicines Company (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 584688105 (CUSIP Number) Mark DiPaolo Senior Partner, General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 (N
April 29, 2019	DEF 14A	definitive proxy statement for the 2019 Annual Meeting of Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide
April 26, 2019	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commis
April 26, 2019	EX-10.1	The Medicines Company Exhibit 10.1 The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 USA March 15, 2019 Christopher Cox 1040 Fifth Avenue New York, NY 10028 Dear Christopher, This is to confirm the termination of your employment with The Medicines Company (the “Company”) effective March 15, 2019 (“Termination Date”). This letter agreement sets forth the terms of the termination of your employment and the benefits
April 25, 2019	EX-99.1	THE MEDICINES COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended March 31, 2019 2018 Net revenues $ — $ 7,771 Operating expenses: Cost of revenues — 2,737 Research and development 27,011 40,366 S The Medicines Company 8 Sylvan Way, Parsippany, NJ 07054 Tel 1 973 290 6000 Fax 1 973 656 9898 Contact Investor Relations Krishna Gorti, M.
April 25, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
March 18, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2019 THE MEDICINES COMPANY (Exact name of registrant as specified in its charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of incorporation) (Commission Fi
February 28, 2019	S-8	MDCO / Medicines Company S-8 S-8 1 forms-82018.htm S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MEDICINES COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 04-3324394 (IRS Employer Identification No.) 8 Sylvan Way Parsippany, New Jersey (Addres
February 28, 2019	EX-99.7	Amendment No. 4 to the 2013 Stock Incentive Plan* Exhibit 99.7 AMENDMENT NO. 4 TO THE MEDICINES COMPANY 2013 STOCK INCENTIVE PLAN Pursuant to Section 11(d) of The Medicines Company 2013 Stock Incentive Plan (the “Plan”), the Plan be, and hereby is, amended as set forth below. 1. Section 4(a)(1) of the Plan is hereby deleted in its entirety and replaced with the following: “(1) Authorized Number of Shares . Subject to adjustment under Section 9, A
February 27, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File
February 27, 2019	EX-99.1	Page 1 of 9 EX-99.1 2 pressreleaseq42018.htm EXHIBIT 99.1 The Medicines Company Exhibit 99.1 8 Sylvan Way Parsippany, NJ 07054 Contacts: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Fourth-Quarter and Full Year 2018 Business and Financial Results – Continued progress in inclisiran’s devel
February 27, 2019	EX-21	Subsidiaries of the registrant (filed herewith) Exhibit 21 Subsidiaries of The Medicines Company Subsidiary Jurisdiction Annovation BioPharma, Inc.
February 27, 2019	10-K	Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-31
February 14, 2019	EX-99.1	JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) Exhibit 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without necessity of filing additional joint acquisition statements. The undersigned acknow
February 14, 2019	SC 13G/A	MDCO / Medicines Company / PointState Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* The Medicines Company (Name of Issuer) Common Stock, $.001 Par Value Per Share (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru
February 14, 2019	EX-99.1	JOINT FILING AGREEMENT EX-99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the common stock of The Medicines Company, par value $0.001 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended,
February 14, 2019	SC 13G/A	MDCO / Medicines Company / Boxer Capital, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* THE MEDICINES COMPANY (Name of Issuer) Common Stock, par value $ $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi
February 12, 2019	SC 13G/A	MDCO / Medicines Company / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 19 )* The Medicines Company (Name of Issuer) Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
February 11, 2019	SC 13G/A	MDCO / Medicines Company / VANGUARD GROUP INC Passive Investment medicinescothe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8 )* Name of issuer: Medicines Co/The Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to d
February 7, 2019	SC 13G	MDCO / Medicines Company / WESTFIELD CAPITAL MANAGEMENT CO LP - WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 The Medicines Company (Name of Issuer) Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [
February 6, 2019	EX-99	JOINT FILING AGREEMENT JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is made and entered into by and among Iridian Asset Management LLC, David L.
February 6, 2019	SC 13G	MDCO / Medicines Company / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Medicines Company Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
January 31, 2019	SC 13G/A	MDCO / Medicines Company / VANGUARD SPECIALIZED FUNDS Passive Investment SC 13G/A 1 medicinescothe.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:5 )* Name of issuer: Medicines Co/The Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant to whic
January 14, 2019	8-K	Other Events 8-K 1 a19-284918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 11, 2019 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of incor
January 4, 2019	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 18, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of (Commission File Number) (I.R.
December 18, 2018	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 18, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of incorporation) (Commission Fil
December 18, 2018	EX-4.1	Indenture (including Form of Notes), dated as of December 18, 2018, by and between The Medicines Company and Wells Fargo Bank, National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 to the registrant's current report on Form 8-K, filed December 18, 2018). Exhibit 4.1 Execution Version THE MEDICINES COMPANY AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 18, 2018 3.50% Convertible Senior Notes due 2024 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 11 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designatio
December 14, 2018	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 13, 2018 The Medicines Company (Exact name of registrant as specified in charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of (Commission File Number) (I.R.
December 14, 2018	EX-99.1	1 Exhibit 99.1 The Medicines Company Prices $150 Million of Convertible Notes December 13, 2018 9:43 PM Eastern Standard Time PARSIPPANY, N.J.—(BUSINESS WIRE)—The Medicines Company (NASDAQ:MDCO) (the “Company”) today announced that it has priced its private offering of $150 million in aggregate principal amount of its convertible senior notes due 2024. The notes will be sold only to qualified instit
December 12, 2018	EX-99.1	RISK FACTORS Exhibit 99.1 RISK FACTORS Risks Related to Development, Approval and Commercialization of Inclisiran We are almost entirely dependent on the success of inclisiran, our only drug candidate, which is currently in Phase 3 of clinical development, and we cannot be certain that inclisiran will receive regulatory approval or be successfully commercialized even if we receive regulatory approval. Followin
December 12, 2018	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 12, 2018 The Medicines Company (Exact name of registrant as specified in charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of incorporation) (Commission Fil
December 12, 2018	EX-99.1	The Medicines Company Announces Intention to Offer $150 Million of Convertible Notes Exhibit 99.1 The Medicines Company Announces Intention to Offer $150 Million of Convertible Notes December 12, 2018 04:30 PM Eastern Standard Time PARSIPPANY, N.J.—(BUSINESS WIRE)—The Medicines Company (NASDAQ:MDCO) (the “Company”) today announced that it proposes to offer $150 million aggregate principal amount of convertible senior notes due 2024, subject to market conditions and other factors.
December 12, 2018	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 12, 2018 The Medicines Company (Exact name of registrant as specified in charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of incorporation) (Commission Fil
December 11, 2018	EX-10.1	Employment Agreement, dated December 10, 2018, by and between Mark Timney and The Medicines Company (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, filed December 11, 2018). Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), made this 10th day of December 2018, is entered into by THE MEDICINES COMPANY, a Delaware corporation with its principal place of business at 8 Sylvan Way, Parsippany, New Jersey 07054 (the “Company”), and MARK TIMNEY (the “Employee”).
December 11, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2018 THE MEDICINES COMPANY (Exact name of registrant as specified in its charter) Delaware 000-31191 04-3324394 (State or other jurisdiction of incorporation) (Commission
December 11, 2018	EX-99.1	Investor Relations EX-99.1 4 mdco-pressreleaseceoappoin.htm EXHIBIT 99.1 Contact: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Appoints Mark Timney as Chief Executive Officer PARSIPPANY, N.J. - December 11, 2018 - The Medicines Company (NASDAQ: MDCO) today announced that its Board of Directors has appoi
December 11, 2018	EX-10.2	Severance Agreement, dated December 10, 2018, by and between Mark Timney and The Medicines Company (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K, filed December 11, 2018). Execution Copy Mark Timney BY HAND/EMAIL December 10, 2018 Dear Mark, As an incentive to induce you to join The Medicines Company (the “Company”) as its Chief Executive Officer, the Company agrees, on the terms and subject to the conditions set forth in this letter (this “Agreement”), as follows: 1.
November 8, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File
November 8, 2018	EX-99.1	Page 1 of 8 EX-99.1 2 pressreleaseq32018.htm EXHIBIT 99.1 The Medicines Company Exhibit 99.1 8 Sylvan Way Parsippany, NJ 07054 Contacts: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Third-Quarter 2018 Results PARSIPPANY, N.J. - November 8, 2018 - The Medicines Company (NASDAQ: MDCO) today
November 8, 2018	10-Q	MDCO / Medicines Company 10-Q (Quarterly Report) 10-Q 1 mdco930201810-qxq32018.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Require
August 28, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 23, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File N
August 2, 2018	EX-10.2	Form of performance stock option agreement under 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2018). Exhibit 10.2 THE MEDICINES COMPANY Form of Non-statutory Stock Option Agreement Granted Under 2013 Stock Incentive Plan 1. Grant of Option. (a) This agreement evidences the grant by The Medicines Company, a Delaware corporation (the “Company”), (the “Grant Date”) to , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in
August 2, 2018	10-Q	MDCO / Medicines Company 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commiss
August 2, 2018	EX-10.3	Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions Exhibit 10.3 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions TENTH AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT This Tenth Amendment to Second Amended and Restated Distribution Agreement (this “Amendment”) is between The Medicines Company, a Delaware corporation with offices at 8 Sylvan Way, Parsi
August 1, 2018	EX-99.1	Page 1 of 9 The Medicines Company Exhibit 99.1 8 Sylvan Way Parsippany, NJ 07054 Contacts: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Second-Quarter 2018 Results PARSIPPANY, N.J. - August 1, 2018 - The Medicines Company (NASDAQ: MDCO) today reported its financial results for the second
August 1, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
June 11, 2018	SC 13G	MDCO / Medicines Company / PointState Capital LP - SCHEDULE 13G Passive Investment SC 13G 1 sc13g.htm SCHEDULE 13G Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* The Medicines Company (Name of Issuer) Common Stock, $.001 Par Value Per Share (Title of Class of Securities) 584688105 (CUSIP Number) June 1, 2018 (Date of Event Which Requires Filing of this Statement) Check
June 6, 2018	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Numb
May 30, 2018	SD	MDCO / Medicines Company CONFLICT MINERALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM SD Specialized Disclosure Report The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 8 Sylvan Way Parsippany, New Jersey 07054 (Address of Principal Executive Offices)
May 9, 2018	10-Q	MDCO / Medicines Company 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commis
April 30, 2018	DEF 14A	MDCO / Medicines Company DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide
April 25, 2018	EX-99.1	Page 1 of 9 The Medicines Company Exhibit 99.1 8 Sylvan Way Parsippany, NJ 07054 Contacts: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports First-Quarter 2018 Results PARSIPPANY, N.J. - April 25, 2018 - The Medicines Company (NASDAQ: MDCO) today reported its financial results for the first qu
April 25, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
March 27, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
March 1, 2018	EX-10.9	Ninth Amendment to Second Amended and Restated Distribution Agreement, effective October 3, 2017, by and between the registrant and Integrated Commercialization Solutions LLC, /f/k/a Integrated Commercialization Solutions, Inc. (filed herewith) Exhibit 10.9 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions NINTH AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT This Ninth Amendment to Second Amended and Restated Distribution Agreement (this “Amendment”) is between The Medicines Company, a Delaware corporation with offices at 8 Sylvan Way, Parsi
March 1, 2018	EX-21.1	Subsidiaries of the registrant. (filed herewith) Exhibit 21.1 Subsidiaries of The Medicines Company Name of Subsidiary Jurisdiction of Incorporation or Organization Annovation BioPharma, Inc. Delaware Circomed, LLC Delaware Incline Therapeutics Europe Ltd. England and Wales Incline Therapeutics, Inc. Delaware MDCO Holdings C.V. The Netherlands MEDCO Brasil Participações Ltda. Brazil Medicines Company (India) Private Limited India The Medicines C
March 1, 2018	EX-10.29	Amendment, dated November 14, 2017, of the Amended and Restated Employment Agreement between Clive Meanwell and the registrant (incorporated by reference to Exhibit 10.29 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2017). 8 Sylvan Way Parsippany, NJ 07054 EX - 10.29 November 14, 2017 Clive Meanwell 50 Mountaintop Rd Bernardsville, NJ 07924 Dear Dr. Meanwell: Reference is made to that certain Amended and Restated Employment Agreement by and between you and The Medicines Company (the “Company”), dated as of May 26, 2016 (the “Employment Agreement”). Capitalized terms contained herein but not defined shall have the me
March 1, 2018	EX-3.2	Second Amended and Restated By-Laws of the Registrant, as amended Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF THE MEDICINES COMPANY (Approved and Adopted as of December 18, 2015) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS Section 1.01 Place of Meetings; Remote Communication 1 Section 1.02 Annual Meeting 1 Section 1.03 Notice of Business to be Brought Before an Annual Meeting 1 Section 1.04 Special Meetings 4 Section 1.05 Notice of Director Nominations 4
March 1, 2018	10-K	MDCO / Medicines Company 10-K (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2017 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-31
February 27, 2018	EX-99.1	EX - 99.1 Exhibit EX - 99.1 The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 Contact: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Appoints Dr. Sarah Schlesinger to Its Board of Directors PARSIPPANY, N.J. - February 27, 2018 - The Medicines Company (NASDAQ: MDCO) today announced that its
February 27, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commis
February 26, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commis
February 21, 2018	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k12312017xq42017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdicti
February 21, 2018	EX-99.1	Page 1 of 8 Exhibit Exhibit 99.1 Contacts: Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Fourth -Quarter and Full-Year 2017 Business and Financial Results PARSIPPANY, N.J. - February 21, 2018 - The Medicines Company (NASDAQ: MDCO) today reported its financial results for the fourth quarter
February 14, 2018	SC 13G/A	MDCO / Medicines Company / Boxer Capital, LLC - SC 13G/A Passive Investment SC 13G/A 1 d536903dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* THE MEDICINES COMPANY (Name of Issuer) Common Stock, par value $ $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Che
February 14, 2018	SC 13G/A	MDCO / Medicines Company / Partner Fund Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* The Medicines Company (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) December 31, 2017 Date of Event Which Requires
February 9, 2018	SC 13G/A	MDCO / Medicines Company / VANGUARD GROUP INC Passive Investment medicinescothe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Medicines Co/The Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d
February 8, 2018	SC 13G/A	MDCO / Medicines Company / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18 )* The Medicines Company (Name of Issuer) Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
February 6, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commiss
February 2, 2018	SC 13G/A	MDCO / Medicines Company / VANGUARD SPECIALIZED FUNDS Passive Investment medicinescothe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:4 )* Name of issuer: Medicines Co/The Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to de
January 11, 2018	EX-99.2	UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.2 3 exhibit992proformafinancia.htm EXHIBIT 99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On January 5, 2018, The Medicines Company, a Delaware corporation (the “Company”), completed the previously disclosed sale of its infectious disease business (the "Business"), including the products Vabomere™, Orbactiv® and Minocin® IV and line extensions thereof, and
January 11, 2018	EX-99.1	EX - 99.1 Exhibit EX - 99.1 The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Announces Closing of Divestiture of Infectious Disease Business Unit to Melinta
January 11, 2018	8-K	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2018 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File N
January 11, 2018	SC 13G	CEMP / Cempra, Inc. / Medicines Co /de - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
January 5, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 29, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commis
December 4, 2017	EX-99.1	—Transaction will significantly strengthen the Company’s financial position; expected to provide sufficient cash and liquidity to advance inclisiran through anticipated completion of pivotal trials and data readout in second half of 2019— —Transactio EX-99.1 3 mdco-exhibit991pressrelease.htm EXHIBIT 99.1 EX - 99.1 The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Announces Definitive Agreement to
December 4, 2017	EX-2.1	Purchase and Sale Agreement, dated as of November 28, 2017, by and among The Medicines Company and Melinta Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the registrant’s current report on Form 8-K, filed December 4, 2017). Exhibit EX - 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT dated as of November 28, 2017 by and between THE MEDICINES COMPANY and MELINTA THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1. Definitions 1 1.2. Construction 23 1.3. Performance of Obligations by Affiliates 24 ARTICLE II. PURCHASE AND SALE 24 2.1. Agreement to Purchase and Sell 24 2.2. Excluded Assets 27 2.3. A
December 4, 2017	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 28, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commis
November 15, 2017	EX-99.1	The Medicines Company EX-99.1 3 exhibit991pressreleasedire.htm EXHIBIT 99.1 The Medicines Company 8 Sylvan Way Parsippany, NJ 07054 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company names Dr. Fred Eshelman as Executive Chairma
November 15, 2017	EX-3.2	Amendment to the Second Amended and Restated Bylaws Exhibit Exhibit 3.2 Amendment to the Second Amended and Restated Bylaws Pursuant to Article SIXTH of The Medicines Company Third Amended and Restated Certificate of Incorporation, as amended, and Section 6.01 of The Medicines Company Second Amended and Restated Bylaws, as amended (the ?Bylaws?), the Bylaws be, and hereby are, amended as set forth below. 1. Section 3.07 of the Bylaws is hereby dele
November 15, 2017	8-K	MDCO / Medicines Company 8-K (Current Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commiss
November 9, 2017	EX-10.1	Amendment No. 2 to the Supply and Distribution Agreement, dated July 1, 2017, by and between registrant and Sandoz Inc. (incorporated by reference as Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2017). Exhibit 10.1 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDMENT NO. 2 TO THE SUPPLY AND DISTRIBUTION AGREEMENT This Amendment No. 2 (this ?Amendment?) to the Agreement (defined below) is entered into by and between The Medicines Company, a company with its principal offices located at 8 Sylvan Way, Parsippan
November 9, 2017	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 mdco0930201710-qxq32017.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Requir
October 25, 2017	EX-99.1	Page 1 of 10 Exhibit Exhibit 99.1 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Third -Quarter 2017 Business and Financial Results PARSIPPANY, N.J. - October 25, 2017 - The Medicines Company (NASDAQ: MDCO)
October 25, 2017	8-K	Medicines 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commiss
October 20, 2017	8-K/A	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
September 12, 2017	CORRESP	MDCO / Medicines Company ESP Document September 12, 2017 Securities and Exchange Commission Division of Corporate Finance Office of Healthcare & Insurance 100 F Street, NE Washington, D.
August 9, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commissio
August 9, 2017	EX-99.1	Page 1 of 9 Exhibit 99.1 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Second Quarter 2017 Business and Financial Results PARSIPPANY, N.J.—August 9, 2017 —The Medicines Company (NASDAQ: MDCO) today report
August 9, 2017	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commiss
June 26, 2017	SD	Medicines Company SPECIALIZED DISCLOSURE REPORT Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM SD Specialized Disclosure Report The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 8 Sylvan Way Parsippany, New Jersey 07054 (Address of Principal Executive
June 2, 2017	8-K	Costs Associated with Exit or Disposal Activities Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission
May 31, 2017	8-K	Submission of Matters to a Vote of Security Holders Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission
May 19, 2017	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Numb
May 19, 2017	EX-99.1	UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY Exhibit 99.1 UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY HAVERHILL RETIREMENT SYSTEM, Derivatively on Behalf of The Medicines Company, Case No. 2:17-cv-01597 Plaintiff, v. WILLIAM W. CROUSE, ALEXANDER J. DENNER, FREDRIC N. ESHELMAN, JOHN C. KELLY, ARMIN M. KESSLER, HIROAKI SHIGETA, MELVIN K. SPIGELMAN, and ROBERT G. SAVAGE, Defendants, and THE MEDICINES COMPANY, a Delaware Corporation, Nom
May 5, 2017	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commis
May 1, 2017	SC 13G	MDCO / Medicines Company / Partner Fund Management, L.P. - SCHEDULE 13G Passive Investment SC 13G 1 v465664sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* The Medicines Company (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) April 21,
May 1, 2017	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of The Medicines Company, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the und
April 26, 2017	DEF 14A	Medicines Company DEF 14A DEF 14A 1 mdco-2017xdef14a1.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:
April 26, 2017	EX-99.1	THE MEDICINES COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) EX-99.1 2 a17-117971ex99d1.htm EX-99.1 Exhibit 99.1 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports First-Quarter 2017 Financial Results PARSIPPANY, N.J.—April 26, 2017 — The Medicines Company (
April 26, 2017	8-K	Medicines Company 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
March 31, 2017	8-K	Medicines Company 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commissio
March 31, 2017	EX-99.1	Meg Langan EX-99.1 2 pressreleasedirectorpp.htm EXHIBIT 99.1 Exhibit 99.1 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Appoints Paris Panayiotopoulos to its Board of Directors PARSIPPANY, N.J. – March 31, 2017
March 23, 2017	SC 13G/A	MDCO / Medicines Company / Boxer Capital, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* THE MEDICINES COMPANY (Name of Issuer) Common Stock, par value $ $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) March 14, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa
March 23, 2017	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d320449dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the shares of The Medicines Company, Common Stock, par value $0.001 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under th
March 20, 2017	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of The Medicines Company, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the und
March 20, 2017	SC 13G	Medicines Company SC 13G (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* The Medicines Company (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) March 10, 2017 Date of Event Which Requires Fili
March 17, 2017	EX-99.2	ORION-1 Primary efficacy & safety outcomes LDL-C reduction from 6 to 9 months following single injections of inclisiran, a novel siRNA compound or second Kausik K Ray, Ulf Landmesser, Lawrence A Leiter, David Kallend, Peter Wijngaard, R Scott Wright, Exhibit 99.2 ORION-1 Primary efficacy & safety outcomes LDL-C reduction from 6 to 9 months following single injections of inclisiran, a novel siRNA compound or second Kausik K Ray, Ulf Landmesser, Lawrence A Leiter, David Kallend, Peter Wijngaard, R Scott Wright, and John JP Kastelein On behalf of the ORION-1 investigators 1 Background Major progress is being made in ASCVD PCSK9 inhibition is now
March 17, 2017	EX-99.1	The Medicines Company and Alnylam Pharmaceuticals Report Positive Final Results from ORION-1 Phase II Study of Inclisiran Exhibit 99.1 FOR IMMEDIATE RELEASE The Medicines Company and Alnylam Pharmaceuticals Report Positive Final Results from ORION-1 Phase II Study of Inclisiran ?Inclisiran demonstrated significant and sustained reductions in LDL-C and high standards of safety and tolerability? ?Optimal starting dose regimen (300 mg injection administered on Day-1 and Day-90) lowered LDL-C by average of 52.6% (64 mg/d
March 17, 2017	8-K	Medicines Company 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Nu
March 1, 2017	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2016 Or ¨ TRANSITION REPORT PU 10-K 1 mdco-12312016x10kxye2016.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2016 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per
March 1, 2017	EX-10.16	Second Amendment to Contract Manufacturing Agreement, dated April 25, 2016, between registrant and Fresenius Kabi USA, LLC (successor in interest to APP Pharmaceuticals, LLC) (incorporated by reference to Exhibit 10.16 to registrant’s annual report on Form 10-K for the year ended December 31, 2016). EX-10.16 2 mdcoex101612312016-ye2016.htm EXHIBIT 10.16 Exhibit 10.16 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SECOND AMENDMENT TO CONTRACT MANUFACTURING AGREEMENT THIS SECOND AMENDMENT TO CONTRACT MANUFACTURING AGREEMENT (the “Second Amendment”) is made and entered into as of the 25th day of April, 2016 (the
March 1, 2017	EX-21	Subsidiaries of The Medicines Company Name of Subsidiary Jurisdiction of Incorporation or Organization Annovation BioPharma, Inc. Delaware Circomed, LLC Delaware Incline Therapeutics Europe Ltd. England and Wales Incline Therapeutics, Inc. Delaware M Exhibit 21 Subsidiaries of The Medicines Company Name of Subsidiary Jurisdiction of Incorporation or Organization Annovation BioPharma, Inc.
February 28, 2017	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k12312016xye2016.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2017 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdicti
February 28, 2017	EX-99.1	Page 1 of 8 Exhibit Exhibit 99.1 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE The Medicines Company Reports Fourth -Quarter and Full-Year 2016 Financial Results PARSIPPANY, N.J.?February 28, 2017 ?The Medicines Company (NASDAQ: MDCO)
February 13, 2017	SC 13G/A	MDCO / Medicines Company / VANGUARD SPECIALIZED FUNDS Passive Investment medicinescothe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:3 )* Name of issuer: Medicines Co/The Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to de
February 10, 2017	SC 13G/A	MDCO / Medicines Company / VANGUARD GROUP INC Passive Investment medicinescothe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Medicines Co/The Title of Class of Securities: Common Stock CUSIP Number: 584688105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to d
February 9, 2017	SC 13G/A	Medicines Company SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17 )* The Medicines Company (Name of Issuer) Common Stock (Title of Class of Securities) 584688105 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
November 22, 2016	EX-99.1	JOINT FILING AGREEMENT EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the shares of The Medicines Company, Common Stock, par value $0.001 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
November 22, 2016	SC 13G	MDCO / Medicines Company / Boxer Capital, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* THE MEDICINES COMPANY (Name of Issuer) Common Stock, par value $ $0.001 per share (Title of Class of Securities) 584688105 (CUSIP Number) November 15, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa
November 15, 2016	EX-99.2	Inclisiran inhibits PCSK9 synthesis by RNA interference Planned interim analysis of a multi-center randomized controlled dose-finding trial Kausik K Ray, Ulf Landmesser, Lawrence A Leiter, David Kallend, Peter Wijngaard Robert Dufour, Timothy Hall, M Exhibit 99.2 Inclisiran inhibits PCSK9 synthesis by RNA interference Planned interim analysis of a multi-center randomized controlled dose-finding trial Kausik K Ray, Ulf Landmesser, Lawrence A Leiter, David Kallend, Peter Wijngaard Robert Dufour, Timothy Hall, Mahir Karakas, Traci Turner, Frank LJ Visseren, R Scott Wright, and John JP Kastelein On behalf of the ORION-1 investigators Background an
November 15, 2016	EX-99.1	—Study meets all interim analysis goals— —A single injection of inclisiran (300 mg) lowered ‘bad cholesterol’ (LDL-C) by an average of 51%, and up to 76%— —Two injections of inclisiran (300 mg) lowered LDL-C by an average of 57% and up to 81%— —Signi EX-99.1 2 a16-216691ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE The Medicines Company and Alnylam Pharmaceuticals Present Positive Results from ORION-1 Phase 2 Study of Inclisiran (formerly PCSK9si) —Study meets all interim analysis goals— —A single injection of inclisiran (300 mg) lowered ‘bad cholesterol’ (LDL-C) by an average of 51%, and up to 76%— —Two injections of inclisiran (300 m
November 15, 2016	8-K	Medicines Company 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 15, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File
October 27, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 mdco0930201610-qxq32016.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Requir
October 27, 2016	EX-10.1	Agreement dated September 15, 2016 between the Medicines Company and the Biomedical Advanced Research and Development Authority of the U.S. Department of Health and Human Services (incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2016). Exhibit 10.1 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. OTHER TRANSACTION AGREEMENT (OTA) BETWEEN THE MEDICINES COMPANY 8 SYLVAN WAY PARSIPPANY, NEW JERSEY, 07054 AND THE UNITED STATES OF AMERICA DEPARTMENT OF HEALTH AND HUMAN SERVICES ASSISTANT SECRETARY FOR PREPAREDNESS AND RESPONSE 330 INDEPENDENCE AVENUE,
October 26, 2016	EX-99.1	Page 1 of 8 Exhibit 99.1 Contacts: Media Meg Langan Vice President (973) 290-6319 [email protected] Investor Relations Krishna Gorti, M.D. Vice President, Investor Relations (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE: The Medicines Company Reports Third -Quarter 2016 Financial Results PARSIPPANY, N.J.—October 26, 2016 —The Medicines Company (NASDAQ:MDCO) today announced its fin
October 26, 2016	8-K	Medicines Company 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commiss
August 18, 2016	8-K	Medicines Company 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commissi
August 5, 2016	S-8	Medicines Company S-8 S-8 1 forms-8.htm S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MEDICINES COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 04-3324394 (IRS Employer Identification No.) 8 Sylvan Way Parsippany, New Jersey (Address of
August 5, 2016	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commiss
August 5, 2016	EX-3.2	SECOND AMENDED AND RESTATED BYLAWS OF THE MEDICINES COMPANY (Approved and Adopted as of December 18, 2015) TABLE OF CONTENTS Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF THE MEDICINES COMPANY (Approved and Adopted as of December 18, 2015) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS Section 1.01 Place of Meetings; Remote Communication 1 Section 1.02 Annual Meeting 1 Section 1.03 Notice of Business to be Brought Before an Annual Meeting 1 Section 1.04 Special Meetings 4 Section 1.05 Notice of Director Nominations 4
August 5, 2016	EX-3.1	Third Amended and Restated Certificate of Incorporation of the registrant, as amended (filed as Exhibit 3.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2016). EX-3.1 2 exhibit31thirdamendedandre.htm THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE MEDICINES COMPANY THE MEDICINES COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows: 1. That the Corporatio
July 27, 2016	EX-99.1	— Advanced potential blockbuster R&D programs — — Completed divestiture of non-core cardiovascular assets — — Refinanced substantial portion of near-term debt obligations — — Transactions significantly strengthen balance sheet and provide valuable st Exhibit Exhibit 99.1 Contacts: Media: Christopher Visioli Senior Vice President +1 (973) 290-6013 [email protected] Or Investor Relations: Krishna Gorti, MD Vice President, Investor Relations +1 (973) 290-6122 [email protected] FOR IMMEDIATE RELEASE: The Medicines Company Reports Second -Quarter 2016 Business and Financial Results ? Advanced potential blockbuster R&D progra
July 27, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Num
June 27, 2016	8-K	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Num
June 27, 2016	EX-99.2	UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit Exhibit 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION On June 21, 2016 , The Medicines Company (the ?Company?) completed the previously disclosed sale of three cardiovascular products Cleviprex ? (clevidipine) injectable emulsion, Kengreal ? (cangrelor) and rights to Argatroban for Injection (the ?ACC Products?) to Chiesi USA, Inc. (?Chiesi USA?) and its parent company Chiesi Farmaceutici
June 27, 2016	EX-99.1	The Medicines Company Completes Divestiture of its Non-Core Cardiovascular Assets to Chiesi Exhibit Exhibit 99.1 The Medicines Company Completes Divestiture of its Non-Core Cardiovascular Assets to Chiesi Parsippany, N.J., June 21, 2016 ? The Medicines Company (NASDAQ: MDCO) today announced the completion of the previously-disclosed divestiture of its non-core cardiovascular assets, Cleviprex? (clevidipine) injectable emulsion, Kengreal? (cangrelor) and rights to Argatroban for Injection
June 10, 2016	EX-10.1	Base Capped Call Transaction Confirmation, dated as of June 6, 2016, by and between The Medicines Company and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, filed June 10, 2016). Exhibit 10.1 GOLDMAN, SACHS & CO. \| 200 WEST STREET \| NEW YORK, NEW YORK 10282-2198 \| TEL: 212-902-1000 Opening Transaction To: The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Attention: William B. O’Connor, Chief Financial Officer Telephone No.: 973-290-6094 A/C: 04259845 From: Goldman, Sachs & Co. Re: Base Call Option Transaction Ref. No: [Insert Reference Number] Date: June 6, 2
June 10, 2016	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 The Medicines Compan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission File Num
June 10, 2016	EX-10.5	Additional Capped Call Transaction Confirmation, dated as of June 7, 2016, by and between The Medicines Company and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association. (incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K, filed June 10, 2016). EX-10.5 7 a16-128022ex10d5.htm EX-10.5 Exhibit 10.5 JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England To: The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Attention: William B. O’Connor, Chief Financial Officer Telephone No.: 973-290-6094 Re: Additional Call Option Transaction Date: June 7, 2016 Dear Ladies and Gentlemen: The
June 10, 2016	EX-10.6	Additional Capped Call Transaction Confirmation, dated as of June 7, 2016, by and between The Medicines Company and Bank of America. (incorporated by reference to Exhibit 10.6 to the registrant’s current report on Form 8-K, filed June 10, 2016). Exhibit 10.6 Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 To: The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Attention: William B. O?Connor, Chief Financial Officer Telephone No.: 973-290-6094 Re: Additional Call Option Transaction Date: June 7, 2016 Dear Ladies and Gentlemen: The purpose of this communication (thi
June 10, 2016	EX-10.4	Additional Capped Call Transaction Confirmation, dated as of June 7, 2016, by and between The Medicines Company and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K, filed June 10, 2016). Exhibit 10.4 GOLDMAN, SACHS & CO. \| 200 WEST STREET \| NEW YORK, NEW YORK 10282-2198 \| TEL: 212-902-1000 Opening Transaction To: The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Attention: William B. O?Connor, Chief Financial Officer Telephone No.: 973-290-6094 A/C: 04259845 From: Goldman, Sachs & Co. Re: Additional Call Option Transaction Ref. No: [Insert Reference Number] Date: Jun
June 10, 2016	EX-4.1	Indenture (including Form of Notes), dated as of June 10, 2016, by and between The Medicines Company and Wells Fargo Bank, National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K, filed June 10, 2016). Exhibit 4.1 THE MEDICINES COMPANY AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 10, 2016 2.75% Convertible Senior Notes due 2023 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 12 Sectio
June 10, 2016	EX-10.3	Base Capped Call Transaction Confirmation, dated as of June 6, 2016, by and between The Medicines Company and Bank of America. (incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K, filed June 10, 2016). Exhibit 10.3 Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 To: The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Attention: William B. O?Connor, Chief Financial Officer Telephone No.: 973-290-6094 Re: Base Call Option Transaction Date: June 6, 2016 Dear Ladies and Gentlemen: The purpose of this communication (this ?Con
June 10, 2016	EX-10.2	Base Capped Call Transaction Confirmation, dated as of June 6, 2016, by and between The Medicines Company and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K, filed June 10, 2016). Exhibit 10.2 JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England To: The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Attention: William B. O?Connor, Chief Financial Officer Telephone No.: 973-290-6094 Re: Base Call Option Transaction Date: June 6, 2016 Dear Ladies and Gentlemen: The purpose of this communication (this ?Confirma
June 7, 2016	8-K	Financial Statements and Exhibits, Other Events 8-K 1 a16-1280328k.htm 8-K PRICING PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 The Medicines Company (Exact name of registrant as specified in charter) Delaware 000-31191 04-3324394 (State or other ju
June 7, 2016	EX-99.1	2 Exhibit 99.1 The Medicines Company Prices $350 Million of Convertible Notes PARSIPPANY, NJ, June 6, 2016 (BUSINESS WIRE) ?The Medicines Company (NASDAQ: MDCO) (the ?Company?) today announced that it has priced its private offering of $350 million in aggregate principal amount of its convertible senior notes due 2023. The notes will be sold only to qualified institutional buyers pursuant to Rule 14
June 6, 2016	EX-99.1	2 EX-99.1 2 a16-128031ex99d1.htm EX-99.1 Exhibit 99.1 The Medicines Company Announces Intention to Offer $350 Million of Convertible Notes PARSIPPANY, NJ, June 6, 2016 (BUSINESS WIRE) —The Medicines Company (NASDAQ: MDCO) (the “Company”) today announced that it proposes to offer $350 million aggregate principal amount of convertible senior notes due 2023, subject to market conditions and other facto
June 6, 2016	8-K	Financial Statements and Exhibits, Other Events 8-K 1 a16-1280318k.htm OFFERING PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 The Medicines Company (Exact name of registrant as specified in charter) Delaware 000-31191 04-3324394 (State or other juris
June 6, 2016	EX-99.1	UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit Exhibit 99.1 UNAUDITED PRO FORMA FINANCIAL INFORMATION On May 9, 2016 , The Medicines Company (the ?Company?) announced it entered into a purchase and sale agreement (the ?Purchase and Sale Agreement?) with Chiesi Farmaceutici S.p.A. (?Chiesi?) and Chiesi USA, Inc. to sell three of its acute cardiovascular care assets, Cleviprex? (clevidipine), Kengreal? (cangrelor) and the Company?s right
June 6, 2016	8-K	Financial Statements and Exhibits, Other Events 8-K 1 form8-kaccproforma.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Inc
June 1, 2016	8-K	Medicines Company 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2016 The Medicines Company (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 (State or Other Jurisdiction of Incorporation) (Commission (IRS Emp
June 1, 2016	EX-3.2	Amendment to the Second Amended and Restated Bylaws Exhibit 3.2 Amendment to the Second Amended and Restated Bylaws Pursuant to Article SIXTH of The Medicines Company Third Amended and Restated Certificate of Incorporation, as amended, and Section 6.01 of The Medicines Company Second Amended and Restated Bylaws (the ?Bylaws?), the Bylaws be, and hereby are, amended as set forth below. 1. Section 2.03 of the Bylaws is hereby deleted in its entirety
June 1, 2016	EX-3.1	CERTIFICATE OF AMENDMENT THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE MEDICINES COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware EX-3.1 2 a16-123141ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE MEDICINES COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware The Medicines Company (hereinafter called the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does
June 1, 2016	EX-10.1	Amendment No. 3 to the Medicines Company 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, filed June 1, 2016). EX-10.1 4 a16-123141ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO THE MEDICINES COMPANY 2013 STOCK INCENTIVE PLAN Pursuant to Section 11(d) of The Medicines Company 2013 Stock Incentive Plan (the “Plan”), the Plan be, and hereby is, amended as set forth below. 1. Section 4(a)(1) of the Plan is hereby deleted in its entirety and replaced with the following: “(1) Authorized Number of Shares. Su
June 1, 2016	EX-10.3	Amended and Restated Employment Agreement between The Medicines Company and Clive Meanwell, dated May 26, 2016 (incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K, filed June 1, 2016). Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), made this 26th day of May, 2016, is entered into by THE MEDICINES COMPANY, a Delaware corporation with its principal place of business at 8 Sylvan Way, Parsippany, New Jersey 07054 (the ?Company?), and CLIVE MEANWELL (the ?Employee?). W I T N E S S E T H: WHEREAS, the Employee
June 1, 2016	EX-10.2	Amendment No. 1 to the Medicines Company 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K, filed June 1, 2016). EX-10.2 5 a16-123141ex10d2.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 TO THE MEDICINES COMPANY 2010 EMPLOYEE STOCK PURCHASE PLAN Pursuant to Section 16 of The Medicines Company 2010 Employee Stock Purchase Plan (the “ESPP”), the ESPP be, and hereby is, amended as set forth below. 1. The introductory paragraph of the ESPP is amended to replace “1,000,000 shares of Common Stock” with “2,000,000 shares

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