Edgar Filing: Flynn James E

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Flynn James E

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2010

3. Issuer Name and Ticker or Trading Symbol
MEDICINES CO /DE [MDCO]

(Last)

(First)

(Middle)

780 THIRD AVENUE,Â 37TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Possible Members of 10% Group

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10017

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,055,442	I ⁽¹⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock	2,713,566	I ⁽¹⁾	Through Deerfield International Limited ⁽³⁾
Common Stock	40,000	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Call Option (right to buy)	Â ⁽⁴⁾	10/16/2010	Common Stock	94,200	$ 11	I ⁽¹⁾	Through Deerfield Partners, L.P. ⁽²⁾
Call Option (right to buy)	Â ⁽⁴⁾	10/16/2010	Common Stock	124,400	$ 11	I ⁽¹⁾	Through Deerfield International Limited ⁽³⁾
Call Option (right to buy)	Â ⁽⁴⁾	10/16/2010	Common Stock	139,900	$ 12.5	I ⁽¹⁾	Through Deerfield Partners, L.P. ⁽²⁾
Call Option (right to buy)	Â ⁽⁴⁾	10/16/2010	Common Stock	173,600	$ 12.5	I ⁽¹⁾	Through Deerfield International Limited ⁽³⁾
Call Option (right to buy)	Â ⁽⁴⁾	08/21/2010	Common Stock	4,700	$ 12.5	I ⁽¹⁾	Through Deerfield Partners, L.P. ⁽²⁾
Call Option (right to buy)	Â ⁽⁴⁾	08/21/2010	Common Stock	6,300	$ 12.5	I ⁽¹⁾	Through Deerfield International Limited ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Members of 10% Group
DEERFIELD CAPITAL LP 780 THIRD AVENUE 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Members of 10% Group
DEERFIELD PARTNERS, LP 780 THIRD AVENUE 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Members of 10% Group
DEERFIELD MANAGEMENT CO /NY 780 THIRD AVENUE, 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Members of 10% Group
DEERFIELD INTERNATIONAL LTD C/O CITI FUND SERVICES (BVI) LTD BISON COURT, PO BOX 3460, ROAD TOWN TORTOLA,Â D8Â --	Â	Â X	Â	Possible Members of 10% Group

Signatures

/s/ Darren Levine		08/09/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
(2)	Deerfield Capital, L.P. is the general partner of Deerfield Partners, L.P. (the "Domestic Fund"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Domestic Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
(3)	Deerfield Management Company, L.P. is the investment manager of Deerfield International Limited (the "Offshore Fund"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Offshore Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
(4)	These call options were immediately exercisable upon purchase.
Â Remarks: DarrenÂ Levine,Â Attorney-In-FactÂ whichÂ isÂ incorporatedÂ byÂ referenceÂ toÂ ExhibitÂ 24Â ofÂ theÂ FormÂ 3Â fledÂ byÂ theÂ ReportingÂ PersonsÂ onÂ JulyÂ 22,Â 2010Â withÂ respectÂ toÂ Hi-TechÂ PharmacalÂ Co.,Â Inc.

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