Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 584688105
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1
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Name of
reporting persons.
Boxer Capital, LLC
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
1,898,700*
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
1,898,700*
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9
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Aggregate amount beneficially owned by each reporting person.
1,898,700*
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
2.7%**
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12
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Type of reporting person
OO
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*
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Includes 683,700 shares of common stock issuable pursuant to outstanding options held by Boxer Capital, LLC that are immediately exercisable within 60 days of March 23, 2017.
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**
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Based on 71,380,379 shares of common stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2017.
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CUSIP No. 584688105
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1
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Name of
reporting persons.
Boxer Asset Management Inc.
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
1,898,700*
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
1,898,700*
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9
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Aggregate amount beneficially owned by each reporting person.
1,898,700*
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
2.7%**
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12
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Type of reporting person
CO
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*
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Includes 683,700 shares of common stock issuable pursuant to outstanding options held by Boxer Capital, LLC that are immediately exercisable within 60 days of March 23, 2017.
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**
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Based on 71,380,379 shares of common stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2017.
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CUSIP No. 584688105
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1
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Name of
reporting persons.
Braslyn Ltd.
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
3,055,689
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
3,055,689
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9
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Aggregate amount beneficially owned by each reporting person.
3,055,689
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
4.3%*
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12
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Type of reporting person
CO
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*
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Based on 71,380,379 shares of common stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2017.
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CUSIP No. 584688105
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1
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Name of
reporting persons.
Avid Group Ltd.
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
778,210
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
778,210
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9
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Aggregate amount beneficially owned by each reporting person.
778,210
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
1.1%*
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12
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Type of reporting person
CO
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*
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Based on 71,380,379 shares of common stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2017.
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CUSIP No. 584688105
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1
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Name of
reporting persons.
MVA Investors, LLC
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
20,000
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6
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Shared voting power.
-0-
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7
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Sole dispositive power.
20,000
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8
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Shared dispositive power.
-0-
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9
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Aggregate amount beneficially owned by each reporting person.
20,000
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
0.0%*
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12
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Type of reporting person
OO
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*
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Based on 71,380,379 shares of common stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2017.
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CUSIP No. 584688105
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1
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Name of
reporting persons.
Joe Lewis
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
5,732,599*
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
5,732,599*
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9
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Aggregate amount beneficially owned by each reporting person.
5,732,599*
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
8.0%**
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12
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Type of reporting person
IN
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*
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Includes 683,700 shares of common stock issuable pursuant to outstanding options held by Boxer Capital, LLC that are immediately exercisable within 60 days of March 23, 2017.
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**
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Based on 71,380,379 shares of common stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2017.
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This Amendment No. 1 (Amendment No. 1) amends and supplements the statement
on Schedule 13G filed on November 22, 2016 (the Original Filing) by Boxer Capital, LLC (Boxer Capital), Boxer Asset Management Inc. (Boxer Management), Braslyn Ltd. (Braslyn), MVA Investors, LLC
(MVA Investors) and Joe Lewis. This Amendment No. 1 is an original filing for Avid Group Ltd. (Avid, together with Boxer Capital, Boxer Management, Braslyn, MVA Investors and Joe Lewis, the Reporting
Persons). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the
meanings set forth in the Original Filing, as amended.
Item 1(a). Name of Issuer:
The Medicines Company (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
8 Sylvan Way
Parsippany, New
Jersey 07054
Item 2(a). Name of Person Filing:
Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls
Boxer Management, Braslyn and Avid. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital and Tavistock Life Sciences Company, a corporation organized under the laws of Delaware and an affiliate of
Boxer Capital, and is controlled by employees of Tavistock Life Sciences Company that are members of MVA Investors. As such, MVA Investors is not controlled by any of the other Reporting Persons.
Item 2(b). Address of Principal Business Office, or, if none, Residence:
The principal business address of Boxer Capital and MVA Investors is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal
business address of Boxer Management, Braslyn, Avid and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
Item 2(c). Citizenship:
Boxer
Capital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Braslyn is a corporation organized under the laws of the Bahamas. Avid is a corporation organized
under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom. MVA Investors is a limited liability company organized under the laws of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share (the Common Stock).
Item 2(e). CUSIP Number:
584688105
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
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(a)
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Amount beneficially owned:
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Boxer Capital and Boxer Management beneficially own 1,898,700*
shares of Common Stock, which includes 683,700 shares of Common Stock issuable pursuant to outstanding options held by Boxer Capital that are immediately exercisable within 60 days of March 23, 2017. Braslyn beneficially owns 3,055,689* shares
of Common Stock. Avid beneficially owns 778,210* shares of Common Stock. MVA Investors beneficially owns 20,000* shares of Common Stock. Joe Lewis beneficially owns 5,732,599* shares of Common Stock, which includes 683,700 shares of Common Stock
issuable pursuant to outstanding options held by Boxer Capital that are immediately exercisable within 60 days of March 23, 2017.
The shares of Common Stock beneficially owned by Boxer Capital and Boxer
Management represent 2.7%* of the Issuers outstanding shares of Common Stock. The shares of Common Stock beneficially owned by Braslyn represent 4.3%* of the Issuers outstanding shares of Common Stock. The shares of Common Stock
beneficially owned by Avid represent 1.1%* of the Issuers outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors represent 0.0%* of the Issuers outstanding shares of Common Stock. The shares of
Common Stock beneficially owned by Joe Lewis represent 8.0%* of the Issuers outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote:
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MVA Investors has sole power to vote or to direct the
vote of the 20,000 shares of Common Stock it beneficially owns.
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(ii)
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Shared power to vote or to direct the vote:
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Boxer Capital and Boxer Management have shared
power to vote or to direct the vote of the 1,898,700* shares of Common Stock they beneficially own. Braslyn has shared power to vote or to direct the vote of the 3,055,689* shares of Common Stock it beneficially owns. Avid has shared power to vote
or to direct the vote of the 778,210* shares of Common Stock it beneficially owns. Joe Lewis has shared power to vote or to direct the vote of the 5,732,599* shares of Common Stock he beneficially owns.
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(iii)
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Sole power to dispose or to direct the disposition of:
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MVA Investors has sole power to
dispose or to direct the disposition of the 20,000 shares of Common Stock it beneficially owns.
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(iv)
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Shared power to dispose or to direct the disposition of:
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Boxer Capital and Boxer Management
have shared power to dispose or direct the disposition of the 1,898,700* shares of Common Stock they beneficially own. Braslyn has shared power to dispose or direct the disposition of the 3,055,689* shares of Common Stock it beneficially owns. Avid
has shared power to dispose or direct the disposition of the 778,210* shares of Common Stock it beneficially owns. Joe Lewis has shared power to dispose or direct the disposition of the 5,732,599* shares of Common Stock he beneficially owns.
*
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The Reporting Persons may be deemed to beneficially own 5,752,599 shares of Common Stock in the aggregate which constitute approximately 8.1% of the Issuers outstanding shares of Common Stock (based on 71,380,379
shares of Common Stock reported to be outstanding as of February 24, 2017 on the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017). This includes 683,700 shares of Common Stock
issuable pursuant to outstanding options held by Boxer Capital, LLC that are immediately exercisable within 60 days of March 23, 2017. Boxer Capital, Braslyn and Avid each have shared voting and dispositive power with regard
to the shares of Common Stock each owns directly. Boxer Management and Joe Lewis each have shared voting and dispositive power with regard to the shares of Common Stock owned directly by Boxer Capital. Joe Lewis has shared voting and dispositive
power with regard to the shares of Common Stock owned directly by Braslyn and by Avid. MVA Investors has sole voting and dispositive power with regard to the shares of Common Stock it owns directly.
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Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Only Boxer Capital has
the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by Boxer Capital. Only Braslyn has the right to receive dividends and the proceeds from sale of the shares of Common Stock held by Braslyn. Only Avid
has the right to receive dividends and the proceeds from sale of the shares of Common Stock held by Avid. Only MVA Investors has the right to receive dividends and the proceeds from sale of the shares of common stock held by MVA Investors. See
Item 4 above.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11.
Exhibits
1 Joint Filing Agreement, dated March 23, 2017, among the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
March 23, 2017
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BOXER CAPITAL, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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BOXER ASSET MANAGEMENT INC.
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By:
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/s/ Jason Callender
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Name:
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Jason Callender
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Title:
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Director
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BRASLYN LTD.
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By:
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/s/ Joseph C. Lewis
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Name:
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Joseph C. Lewis
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Title:
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Director
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AVID GROUP LTD.
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By:
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/s/ Joseph C. Lewis
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Name:
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Joseph C. Lewis
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Title:
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Director
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MVA INVESTORS, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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JOSEPH C. LEWIS
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/s/ Joseph C. Lewis
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Joseph C. Lewis, Individually
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