Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Kelly John C.	2. Issuer Name and Ticker or Trading Symbol MEDICINES CO /DE [ MDCO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 8 SYLVAN WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 9/26/2019
(Street) PARSIPPANY, NJ 07054 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. 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 (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	1/6/2020		D		32148	D	⁽¹⁾⁽²⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$16	9/26/2019		G	V		25000 ⁽³⁾	5/26/2014	4/26/2021	Common Stock	25000	$0	0	D
Stock Option	$16	9/26/2019		G	V	25000 ⁽³⁾		5/26/2014	4/26/2021	Common Stock	25000	$0	25000	I	By trust
Stock Option	$18.18	9/26/2019		G	V		13259 ⁽³⁾	5/26/2012	5/26/2021	Common Stock	13259	$0	0	D
Stock Option	$18.18	9/26/2019		G	V	13259 ⁽³⁾		5/26/2012	5/26/2021	Common Stock	13259	$0	13259	I	By trust
Stock Option	$21.14	9/26/2019		G	V		12039 ⁽³⁾	5/22/2013	5/22/2022	Common Stock	12039	$0	0	D
Stock Option	$21.14	9/26/2019		G	V	12039 ⁽³⁾		5/22/2013	5/22/2022	Common Stock	12039	$0	12039	I	By trust
Stock Option	$33.13	9/26/2019		G	V		9763 ⁽³⁾	5/30/2014	5/30/2023	Common Stock	9763	$0	0	D
Stock Option	$33.13	9/26/2019		G	V	9763 ⁽³⁾		5/30/2014	5/30/2023	Common Stock	9763	$0	9763	I	By trust
Stock Option	$27.78	9/26/2019		G	V		10016 ⁽³⁾	5/29/2015	5/29/2024	Common Stock	10016	$0	0	D
Stock Option	$27.78	9/26/2019		G	V	10016 ⁽³⁾		5/29/2015	5/29/2024	Common Stock	10016	$0	10016	I	By trust
Stock Option	$28.14	9/26/2019		G	V		16512 ⁽³⁾	5/28/2016	5/28/2025	Common Stock	16512	$0	0	D
Stock Option	$28.14	9/26/2019		G	V	16512 ⁽³⁾		5/28/2016	5/28/2025	Common Stock	16512	$0	16512	I	By trust
Stock Option	$37.22	9/26/2019		G	V		9700 ⁽³⁾	5/26/2017	5/26/2026	Common Stock	9700	$0	0	D
Stock Option	$37.22	9/26/2019		G	V	9700 ⁽³⁾		5/26/2017	5/26/2026	Common Stock	9700	$0	9700	I	By trust
Stock Option	$39.39	9/26/2019		G	V		8577 ⁽³⁾	5/25/2018	5/25/2027	Common Stock	8577	$0	0	D
Stock Option	$39.39	9/26/2019		G	V	8577 ⁽³⁾		5/25/2018	5/25/2027	Common Stock	8577	$0	8577	I	By trust
Stock Option	$33.86	9/26/2019		G	V		9141 ⁽³⁾	5/31/2019	5/31/2028	Common Stock	9141	$0	0	D
Stock Option	$33.86	9/26/2019		G	V	9141 ⁽³⁾		5/31/2019	5/31/2028	Common Stock	9141	$0	9141	I	By trust
Stock Option	$16.00	1/6/2020		D			25000	⁽⁴⁾	⁽⁴⁾	Common Stock	25000	$0	0	I	By trust
Stock Option	$18.18	1/6/2020		D			13259	⁽⁴⁾	⁽⁴⁾	Common Stock	13269	$0	0	I	By trust
Stock Option	$21.14	1/6/2020		D			12039	⁽⁴⁾	⁽⁴⁾	Common Stock	12039	$0	0	I	By trust
Stock Option	$33.13	1/6/2020		D			9763	⁽⁴⁾	⁽⁴⁾	Common Stock	9763	$0	0	I	By trust
Stock Option	$27.78	1/6/2020		D			10016	⁽⁴⁾	⁽⁴⁾	Common Stock	10016	$0	0	I	By trust
Stock Option	$37.22	1/6/2020		D			9700	⁽⁴⁾	⁽⁴⁾	Common Stock	9700	$0	0	I	By trust
Stock Option	$28.14	1/6/2020		D			16512	⁽⁴⁾	⁽⁴⁾	Common Stock	16512	$0	0	I	By trust
Stock Option	$39.39	1/6/2020		D			8577	⁽⁴⁾	⁽⁴⁾	Common Stock	8577	$0	0	I	By trust
Stock Option	$34.81	1/6/2020		D			8410	⁽⁴⁾	⁽⁴⁾	Common Stock	8410	$0	0	D
Stock Option	$33.86	1/6/2020		D			9141	⁽⁴⁾	⁽⁴⁾	Common Stock	9141	$0	0	I	By trust

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").
(2)	The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.
(3)	On September 26, 2019, the Reporting Person gifted stock options to a family trust. The Reporting Person's adult children maintain investment control over the family trust.
(4)	Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kelly John C. 8 SYLVAN WAY PARSIPPANY, NJ 07054	X