|
SCHEDULE 13G
|
|
CUSIP No. 584688105
|
|
|
|
|
1.
|
Names of Reporting Persons.
Iridian Asset Management LLC
I.R.S. Identification Nos. of above persons (entities only).
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X ] (b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5.
|
Sole Voting Power
N/A
|
|
|
|
6.
|
Shared Voting Power
N/A
|
|
|
|
7.
|
Sole Dispositive Power
N/A
|
|
|
|
8.
|
Shared Dispositive Power
N/A
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
N/A
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
N/A
|
|
|
|
|
12.
|
Type of Reporting Person
IA
|
|
|
|
2
|
|
SCHEDULE 13G
|
|
CUSIP No. 584688105
|
|
|
|
|
1.
|
Names of Reporting Persons.
David L. Cohen
I.R.S. Identification Nos. of above persons (entities only).
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ] (b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5.
|
Sole Voting Power
N/A
|
|
|
|
6.
|
Shared Voting Power
N/A
|
|
|
|
7.
|
Sole Dispositive Power
N/A
|
|
|
|
8.
|
Shared Dispositive Power
N/A
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
N/A
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
N/A
|
|
|
|
|
12.
|
Type of Reporting Person
IN
|
|
|
|
3
|
|
SCHEDULE 13G
|
|
CUSIP No. 584688105
|
|
|
|
|
1.
|
Names of Reporting Persons.
Harold J. Levy
I.R.S. Identification Nos. of above persons (entities only).
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5.
|
Sole Voting Power
N/A
|
|
|
|
6.
|
Shared Voting Power
N/A
|
|
|
|
7.
|
Sole Dispositive Power
N/A
|
|
|
|
8.
|
Shared Dispositive Power
N/A
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
N/A
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
N/A
|
|
|
|
|
12.
|
Type of Reporting Person
IN
|
|
|
|
4
This Statement amends in its entirety the statement filed for the period ended December 31, 2018.
|
|
Item 1.
|
|
|
(a)
|
Name of Issuer
The Medicines Company
|
|
|
(b)
|
Address of Issuer's Principal Executive Offices
8 Sylvan Way, Parsippany, NJ 07054
|
|
|
|
Item 2.
|
|
|
(a)
|
Name of Person Filing
This Statement is being filed by and on behalf of Iridian Asset Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons").
Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following: 12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company, and 37.5% by ALHERO
LLC, a Delaware limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99% by a family trust controlled by Levy.
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
The principal business address of the Reporting Persons is 276 Post Road West, Westport, CT 06880-4704.
|
|
|
(c)
|
Citizenship or Place of Organization
Iridian is a Delaware limited liability company. Cohen and Levy are US citizens.
|
|
|
(d)
|
Title of Class of Securities
Common Stock, $.001 par value
|
|
|
(e)
|
CUSIP Number
584688105
|
|
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
(a)
|
[ ]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
[ ]
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
[ ]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
|
(e)
|
[ ]
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[ ]
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
[ ]
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
(j)
|
[ x]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
Item 4.
|
Ownership.
|
|
|
(a) and (b)
|
Amount beneficially owned and Percent of Class:
Not applicable.
|
|
|
|
|
|
|
(c)
|
Power to vote or dispose.
Not applicable.
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [XX].
|
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
|
Not Applicable
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
|
Not Applicable.
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
Iridian is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Iridian has
voting and dispositive power.
Each of Messrs. Cohen and Levy has a controlling interest in Iridian, and serves as Co-Chief Executive Officer and Co-Chief Investment Officer of Iridian.
|
|
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
Not Applicable
|
|
|