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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | $ 18.27 | 11/30/2005 | A | 150,000 | (1) | 11/30/2015 | Common Stock | 150,000 | $ 0 | 150,000 | D | ||||
Option (right to buy) | $ 18.27 | 11/30/2005 | A | 112,500 | 11/30/2005(2) | 11/30/2015 | Common Stock | 112,500 | $ 0 | 112,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kelley John P THE MEDICINES COMPANY 8 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
X | President and COO |
/s/ John P. Kelley | 12/02/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This option vests in 48 equal monthly installments beginning on December 30, 2005. |
(2) | This option is vested and fully exercisable at the grant date but is subject to the terms of the lock-up agreement between Mr. Kelley and The Medicines Company (the "Lock-Up") under which Mr. Kelley has agreed not to sell, transfer, pledge or otherwise dispose of the shares underlying the option, except as set forth in the Lock-Up. The Lock-Up will expire with respect to one-forty-eighth (1/48) of the original number of shares underlying the option on the 30th day of each calendar month, beginning on December 30, 2005. In addition, the Lock-Up will expire if Mr. Kelley ceases to be employed by The Medicines Company for any reason or upon consummation of a "Change of Control Event" as defined in the The Medicines Company's 2004 Stock Incentive Plan. |