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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 | ||||||||
Forward Sales Contract (obligation to sell) | (1) (2) | 02/14/2006 | J(1)(2) | 350,000 (1) (2) | 02/14/2006 | 02/14/2006 | Common Stock | 350,000 (1) (2) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MEANWELL CLIVE THE MEDICINES COMPANY 8 CAMPUS DRIVE PARSIPPANY, NJ 07054 |
X | Chief Executive Officer |
/s/ Clive Meanwell | 02/16/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On February 14, 2006, Clive Meanwell settled his obligation to deliver shares of common stock of The Medicines Company (the "Company") under a prepaid variable forward sales contract (the "Contract") entered into with Bear Stearns Bank plc ("Bear") on November 25, 2002. Pursuant to the Contract, Dr. Meanwell received a cash payment in December 2002 of $4,103,190. In exchange for the cash payment, Dr. Meanwell pledged and agreed to deliver to Bear on February 14, 2006 up to 350,000 shares of common stock of the Company. The number of shares to be delivered by Dr. Meanwell at settlement would be determined based on the price of the Company's common stock at weekly intervals during the seven week period prior to settlement (the "Settlement Price") as follows: (i) if the Settlement Price were at or above $28.39 per share (the "Ceiling Price"), Dr. Meanwell was obligated to deliver a number of shares (continued in Footnote 2 below) |
(2) | (continued from Footnote 1 above)equal to the product of(x) 350,000 and (y) the ratio that is obtained by dividing the sum of (A) $14.195 per share (the "Floor Price") and (B) the difference between the Settlement Price and the Ceiling Price, by the Settlement Price; (ii) if the Settlement Price were between the Floor Price and the Ceiling Price, Dr. Meanwell was obligated to deliver a number of shares equal to the product of (x) 350,000 and (y) the ratio that is obtained by dividing the Floor Price by the Settlement Price; and (iii) if the Settlement Price were at or below the Floor Price, Dr. Meanwell was obligated to deliver 350,000 shares. The Settlement Price under the Contract was $18.32 per share. In accordance with this calculation, upon settlement, Dr. Meanwell transferred 271,171 shares to Bear and was not required to deliver 78,829 shares. |
(3) | End of period holdings includes (i) 78,829 shares retained and not required to be delivered by Dr. Meanwell under the Contract, as described in Footnotes 1 and 2 above, (ii) 100,000 shares subject to a prepaid variable forward sales contract, pursuant to which Dr. Meanwell pledged and agreed to deliver to Bear in August 2006 up to 100,000 shares of common stock of the Company and (iii) 100,923 shares subject to a prepaid variable forward sales contract, pursuant to which Dr. Meanwell pledged and agreed to deliver to Bear in February 2007 up to 100,923 shares of common stock of the Company. |
(4) | Consists of the 78,829 shares of common stock that Dr. Meanwell retained and was not required to deliver to Bear under the Contract, as described in Footnotes 1 and 2 above. |