Sec Form 4 Filing - Rodin Stephen M @ MEDICINES CO /DE - 2019-12-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Rodin Stephen M 2. Issuer Name and Ticker or Trading Symbol MEDICINES CO /DE [ MDCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and General Counsel (Last) (First) (Middle) C/O THE MEDICINES COMPANY, 8 SYLVAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2019 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/27/2019 M( 1 ) 7,500 A $ 7.31 36,707 D Common Stock 12/27/2019 M( 1 ) 10,000 A $ 13.57 46,707 D Common Stock 12/27/2019 M( 1 ) 7,500 A $ 17.45 54,207 D Common Stock 12/27/2019 M( 1 ) 3,516 A $ 22.04 57,723 D Common Stock 12/27/2019 M( 1 ) 2,196 A $ 31.49 59,919 D Common Stock 12/27/2019 M( 1 ) 3,582 A $ 30.55 63,501 D Common Stock 12/27/2019 M( 1 ) 40,000 A $ 30.07 103,501 D Common Stock 12/27/2019 M( 1 ) 5,000 A $ 28.77 108,501 D Common Stock 12/27/2019 M( 1 ) 47,644 A $ 33.04 156,145 D Common Stock 12/27/2019 M( 1 ) 42,159 A $ 52.7 198,304 D Common Stock 12/27/2019 M( 1 ) 25,000 A $ 25.41 223,304 D Common Stock 12/27/2019 F( 2 ) 133,635 D $ 84.78 89,669 D Common Stock 12/27/2019 F( 3 ) 4,887 D $ 84.78 84,782 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 7.31 12/27/2019 M( 1 ) 7,500 03/19/2014 02/19/2020 Common Stock 7,500 $ 0 0 D Stock Option $ 13.57 12/27/2019 M( 1 ) 10,000 01/01/2015 12/01/2020 Common Stock 10,000 $ 0 0 D Stock Option $ 17.45 12/27/2019 M( 1 ) 7,500 03/18/2015 02/18/2021 Common Stock 7,500 $ 0 0 D Stock Option $ 22.04 12/27/2019 M( 1 ) 3,516 03/24/2016 02/24/2022 Common Stock 3,516 $ 0 0 D Stock Option $ 31.49 12/27/2019 M( 1 ) 2,196 04/01/2017 03/01/2023 Common Stock 2,196 $ 0 0 D Stock Option $ 30.55 12/27/2019 M( 1 ) 3,582 04/01/2018 02/29/2024 Common Stock 3,582 $ 0 0 D Stock Option $ 30.07 12/27/2019 M( 1 ) 40,000 04/03/2018 03/02/2024 Common Stock 40,000 $ 0 0 D Stock Option $ 28.77 12/27/2019 M( 1 ) 5,000 04/01/2019 02/28/2025 Common Stock 5,000 $ 0 0 D Stock Option $ 33.04 12/27/2019 M( 1 ) 47,644 ( 4 ) 02/28/2026 Common Stock 47,644 $ 0 0 D Stock Option $ 52.7 12/27/2019 M( 1 ) 42,159 ( 5 ) 02/28/2027 Common Stock 42,159 $ 0 0 D Stock Option $ 25.41 12/27/2019 M( 1 ) 25,000 ( 6 ) 02/28/2029 Common Stock 25,000 $ 0 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rodin Stephen M C/O THE MEDICINES COMPANY 8 SYLVAN WAY PARSIPPANY, NJ07054 EVP and General Counsel Signatures /s/ Stephen M. Rodin 12/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock (the ?Shares?) acquired upon the exercise of options (?Options?). While the Reporting Person has not entered into any agreement requiring that the Reporting Person tender the Shares, the Reporting Person intends to tender or cause to be tendered the acquired Shares pursuant to the tender offer by Medusa Merger Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Novartis AG, to purchase, subject to certain conditions, any and all of the outstanding Shares at a price of $85.00 per Share, net to the seller in cash, without interest thereon and subject to any tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 5, 2019. ( 2 )Represents shares of common stock withheld for payment of the exercise price and taxes incurred in connection with the exercise of stock options in respect of 194,097 shares. No shares were sold on the market and no cash was received. ( 3 )Represents shares of common stock withheld for payment of taxes incurred in connection with the vesting of 9,919 shares of restricted common stock. No shares were sold on the market and no cash was received. ( 4 )The option vests in forty-eight equal installments beginning April 1, 2016. On December 27, 2019, the Registrant approved an acceleration of the vesting of 2,978 Shares subject to the option. ( 5 )The option vests in forty-eight equal installments beginning April 1, 2017. On December 27, 2019, the Registrant approved an acceleration of the vesting of 13,175 Shares subject to the option. ( 6 )The option, representing a right to purchase a total of 65,000 Shares, vests in forty-eight equal installments beginning April 1, 2019. On December 27, 2019, the Registrant approved a partial acceleration of the vesting of 12,812 Shares subject to the option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.