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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Medicines Company
Common Stock
584688105
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o 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 disclosures 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 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).
Page 1 of 6
| CUSIP No. 584688105 | ||||||
| 1. | Name of Reporting Person: BB Biotech AG |
I.R.S. Identification Nos. of above
persons (entities only): N/A |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | x | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Switzerland |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 0 | |||||
| 6. | Shared Voting Power: 2,980,500 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 3,656,425 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,656,425 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 9.1% | |||||
| 12. | Type of Reporting Person: HC,CO | |||||
Page 2 of 6
| CUSIP No. 584688105 | ||||||
| 1. | Name of Reporting
Person: Biotech Growth N.V. |
I.R.S. Identification Nos. of above
persons (entities only): N/A |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | x | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Netherlands Antilles |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 0 | |||||
| 6. | Shared Voting Power: 2,980,500 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 3,656,425 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,656,425 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 9.1% | |||||
| 12. | Type of Reporting Person: CO | |||||
Page 3 of 6
| Item 4. | Ownership. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: | ||
| 3,656,425 | |||
| (b) | Percent of class: | ||
| 9.1% | |||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| 0 | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| 2,980,500 | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| 3,656,425 | |||
Page 4 of 6
| 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. |
|||
SIGNATURES
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.
BB BIOTECH AG
| /s/ ANDERS HOVE By: Anders Hove Its: Authorized Signatory Date: February 14, 2003 |
/s/ ADRIAN BRUENGGER By: Adrian Bruengger Its: Authorized Signatory Date: February 14, 2003 |
BIOTECH GROWTH N.V.
| /s/ ANDERS HOVE By: Anders Hove Its: Authorized Signatory Date: February 14, 2003 |
/s/ ADRIAN BRUENGGER By: Adrian Bruengger Its: Authorized Signatory Date: February 14, 2003 |
Page 5 of 6
EXHIBIT INDEX
| Exhibit 1: | Agreement by and between BB Biotech and BioGrowth with respect to the filing of this disclosure statement.* |
Page 6 of 6