-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iq1uVzfsiIJPPMB+7Dte+qCr0c/RVlQiZatQT9jzl4Pms3xs2HfGp8UINeRL8au2 jSMITa/shtSu7Y0zMbwFDQ== 0000950103-01-501132.txt : 20010704 0000950103-01-501132.hdr.sgml : 20010704 ACCESSION NUMBER: 0000950103-01-501132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO/ MA CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: SEC FILE NUMBER: 000-31191 FILM NUMBER: 1674577 BUSINESS ADDRESS: STREET 1: ONE CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172259099 COMPANY DATA: COMPANY CONFORMED NAME: HUSAIN FAZLE M CENTRAL INDEX KEY: 0001091618 STANDARD INDUSTRIAL CLASSIFICATION: [] DIRECTOR FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: C/O DAVIS, POLK & WARDWELL STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124504403 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 jul0201_4-husain1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP FORM 4 [ ] Check this box if no longer OMB APROVAL subject to Section 16. Form 4 or OMB NUMBER: 3235-0287 Form 5 obligations may continue. Expires: September 30, 1998 See Instruction 1(b). Estimated average burden hours per response........0.5 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(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Husain M. Fazle - ----------------------------------------------------------------------------- (Last) (First) (Middle) c/o The Medicines Company One Cambridge Center - ----------------------------------------------------------------------------- (Street) Cambridge MA 02142 - ----------------------------------------------------------------------------- (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol The Medicines Company (MDCO) - ----------------------------------------------------------------------------- 3. I.R.S. or Social Security Number of Reporting Person (Voluntary) - ----------------------------------------------------------------------------- 4. Statement for Month/Year 06/01 - ----------------------------------------------------------------------------- 5. If Amendment, Date of Original (Month/Day/Year) - ----------------------------------------------------------------------------- 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner --- --- Officer (give title below) Other (specify below) --- --- - ---------------------------------------------------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person - ---- Form filed by More than One Reporting Person - ---- Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired 5. Amount of Securities 6. Ownership 7. Nature of (Instr. 3) action action (A) or Disposed of Beneficially Owned Form: Direct Indirect Date Code (D) (Instr. 3, 4 at End of Month (D) or In- Beneficial (Instr.8) and 5) (Instr. 3 and 4) direct (I) Ownership (Month/ (Instr. 4) (Instr. 4) Day/ (A) or Year) Code V Amount (D) Price - ------------------------- --------- ---- --- ------- --- --------- -------------------- -------------- ------------- Common Stock 06/15/01 J1 8,051 A 0 8,051 D through participation Common Stock 1,652,986 I(2) through partnerships 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). (Over) SEC 1474 (7-96)
FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion or 3. Transaction Date 4. Transaction 5. Number of 6. Date Exercisable and Derivative Exercise Price (Month/Day/Year) Code Derivative Expiration Date Security of Derivative (Instr. 8) Securities (Month/Day/Year) (Instr. 3) Security Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Date Expiration Code V (A) (D) Exercisable Date - --------------------------------------------------------------------------------------------------------------------------------
1. Title of 7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of Derivative Underlying Securities Derivative derivative Form of Indirect Security (Instr. 3 and 4) Security Securities Derivative Beneficial (Instr. 3) (Instr. 5) Beneficially Security: Ownership Amount Owned at End Direct (D) (Instr. 4) or of Month or Indirect Number (Instr. 4) (I) of (Instr. 4) Title Shares - -------------------------------------------------------------------------------------------------------------------------------- Explanation of Responses: 1. The Reporting Person received 8,051 shares of Common Stock in a distribution-in-kind from Morgan Stanley Venture Partners III, L.L.C., the general partner (the "General Partner") of Morgan Stanley Venture Partners III, L.P., Morgan Stanley Venture Investors III, L.P., and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P (collectively, the "Funds"). The General Partner had received the shares of Common Stock in distributions-in-kind from the Funds. 2. The Reporting Person is a managing member of the General Partner. The Reporting Person disclaims any beneficial ownership of any of the securities owned by the Funds except to the extent of his proportionate pecuniary interest in the General Partner. **Intentional misstatements or omissions of facts constitute Federal /s/ Debra Abramovitz July 3, 2001 Criminal Violations. ------------------------------- ----------------------- **Signature of Reporting Person Date Debra Abramovitz, Attorney- in-Fact for M. Fazle Husain Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2 SEC 1474 (7-96)
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Debra Abramovitz, the undersigned's true and lawful attorney-in-fact to: (1) execute for an on behalf of the undersigned, in the undersigned's capacity as a director of The Medicines Company (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of July, 2001. /s/ M. Fazle Husain ------------------------- Signature M. Fazle Husain ----------------------------- Print Name 2 -----END PRIVACY-ENHANCED MESSAGE-----