Sec Form 4 Filing - O'Connor William Bernard @ MEDICINES CO /DE - 2013-01-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
O'Connor William Bernard
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)
Chief Accounting Officer
(Last) (First) (Middle)
8 SYLVAN WAY
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2013
(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 01/16/2013 M 25,000 A $ 19.98 46,933 D
Common Stock ( 1 ) 01/16/2013 S 25,000 D $ 30 21,933 D
Common Stock 01/16/2013 M 11,302 A $ 7.31 33,235 D
Common Stock ( 1 ) 01/16/2013 S 11,302 D $ 30 21,933 D
Common Stock 01/16/2013 M 13,194 A $ 17.45 35,127 D
Common Stock 01/16/2013 S 13,194 D $ 30 21,933 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
Option (right to buy) $ 19.98 01/16/2013 M 25,000 ( 2 ) 04/24/2016 Common Stock 25,000 $ 0 75,000 D
Common stock $ 7.31 01/16/2013 M 11,302 ( 3 ) 02/19/2020 Common Stock 11,302 $ 0 6,198 D
Option (right to buy) $ 17.45 01/16/2013 M 13,194 ( 4 ) 02/18/2021 Common Stock 13,194 $ 0 20,139 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Connor William Bernard
8 SYLVAN WAY
PARSIPPANY, NJ07054
Chief Accounting Officer
Signatures
/s/ William B. O'Connor 01/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The common stock sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 program adopted by Mr. O'Connor on March 10, 2011 as amended on March 16, 2012.
( 2 )As of 1/16/2013, the original grant (100,000 shares granted on 4/24/2006) was fully vested. After the exercise of the options reported hereby, as of 1/16/2013, the remaining 75,000 shares covered by this option are vested but not exercised.
( 3 )As of 1/16/2013, the original grant (17,500 shares granted on 2/19/2010)was vested with respect to 12,396 of the shares covered thereby and the remaining 5,104 shares covered by this option vest in equal monthly installments ending on 2/19/2014. After the exercise of the options reported hereby, as of 1/16/2013, 1,094 of the shares covered by the option were vested but not exercised.
( 4 )As of 1/16/2013, the original grant (33,333 shares granted on 2/18/2011) was vested with respect to 15,278 of the shares covered thereby and the remaining 18,055 shares covered by this option vest in equal monthly installments ending on 2/18/2015. After the exercise of the options reported hereby, as of 1/16/2013, 2,084 of the shares covered by the option were vested but not exercised.

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.