Filing Details
- Accession Number:
- 0001341004-19-000116
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 08:36:58
- Filed By:
- Point State Capital
- Company:
- Medicines Co (NASDAQ:MDCO)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| SteelMill Master Fund | 0 | 0 | 0 |
| PointState Holdings | 0 | 0 | 0 |
| PointState Capital | 0 | 0 | 0 |
| PointState Capital GP | 0 | 0 | 0 |
| Zachary J. Schreiber | 0 | 0 | 0 |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
(Amendment No. 1)*
The Medicines Company
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
584688105
(CUSIP Number)
| December 31, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
| ☐ | Rule 13d-1(b) | ||
| ☒ | Rule 13d-1(c) | ||
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.
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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 584688105 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SteelMill Master Fund LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||
| 12 | TYPE OF REPORTING PERSON PN | ||
| CUSIP No. | 584688105 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PointState Holdings LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (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 0 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
| CUSIP No. | 584688105 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PointState Capital LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (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 0 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | ||
| 12 | TYPE OF REPORTING PERSON IA, PN | ||
| CUSIP No. | 584688105 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PointState Capital GP LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (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 0 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||
| 12 | TYPE OF REPORTING PERSON OO | ||
| CUSIP No. | 584688105 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zachary J. Schreiber | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | ||
| 12 | TYPE OF REPORTING PERSON IN | ||
| CUSIP No. | 584688105 |
| ITEM 1(a) | NAME OF ISSUER: |
The name of the issuer is The Medicines Company (the “Company”).
| ITEM 1(b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
The Company’s principal executive offices are located at 8 Sylvan Way, Parsippany, New Jersey 07054.
| ITEM 2(a) | NAME OF PERSONS FILING: |
This statement is filed by:
| (i) | SteelMill Master Fund LP, a Cayman Islands exempted limited partnership (“SteelMill”); |
| (ii) | PointState Holdings LLC, a Delaware limited liability company (“PointState Holdings”), which serves as the general partner of SteelMill; |
| (iii) | PointState Capital LP, a Delaware limited partnership (“PointState”), which serves as the investment manager to SteelMill; |
| (iv) | PointState Capital GP LLC, a Delaware limited liability company (“PointState GP”), which serves as the general partner of PointState; and |
| (v) | Zachary J. Schreiber (“Mr. Schreiber”), an individual, who serves as managing member of PointState Holdings and PointState GP. |
SteelMill, PointState Holdings, PointState, PointState GP and Mr. Schreiber are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not
as members of a group.
| ITEM 2(b) | ADDRESS OR PRINCIPAL BUSINESS OFFICE: |
The address of the business office of each of the Reporting Persons is care of PointState Capital LP, 40 West 57th Street,
25th Floor, New York, NY 10019.
| ITEM 2(c) | CITIZENSHIP: |
SteelMill is organized under the laws of the Cayman Islands. PointState Holdings, PointState and PointState GP are organized under
the laws of the State of Delaware. Mr. Schreiber is a citizen of the United States of America.
| CUSIP No. | 584688105 |
| ITEM 2(d) | TITLE OF CLASS OF SECURITIES: |
Common Stock, $0.001 Par Value Per Share (“Common Stock”).
| ITEM 2(e) | CUSIP NO.: |
584688105
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 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) | ☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(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) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ____ |
| CUSIP No. | 584688105 |
| ITEM 4. | OWNERSHIP |
SteelMill is direct holder of 0 shares of Common Stock.
The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
| 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 5 percent of the class of securities, check the following ☒.
| 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 OR CONTROL PERSON |
The information in Items 2 and 4 is hereby incorporated by reference.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not Applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not Applicable.
| ITEM 10. | CERTIFICATION |
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.
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.
Dated: February 14, 2019
| STEELMILL MASTER FUND LP | ||||
| By: | /s/ Zachary J. Schreiber | |||
| Name: | Zachary J. Schreiber | |||
| Title: | Managing Member of PointState Holdings LLC, the general partner of SteelMill Master Fund LP | |||
| POINTSTATE HOLDINGS LLC | ||||
| By: | /s/ Zachary J. Schreiber | |||
| Name: | Zachary J. Schreiber | |||
| Title: | Managing Member | |||
| POINTSTATE CAPITAL LP | ||||
| By: | /s/ Zachary J. Schreiber | |||
| Name: | Zachary J. Schreiber | |||
| Title: | Managing Member of PointState Capital GP LLC, the general partner of PointState Capital LP | |||
| POINTSTATE CAPITAL GP LLC | ||||
| By: | /s/ Zachary J. Schreiber | |||
| Name: | Zachary J. Schreiber | |||
| Title: | Managing Member | |||
| By: | /s/ Zachary J. Schreiber | |||
| Name: | Zachary J. Schreiber | |||