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 *
  Rodin Stephen M
2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2015
3. Issuer Name and Ticker or Trading Symbol
MEDICINES CO /DE [MDCO]
(Last)
(First)
(Middle)
C/O THE MEDICINES COMPANY, 8 SYLVAN WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and General Counsel
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PARSIPPANY, NJ 07054
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 8,830 (1)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right-to-buy)   (2) 08/03/2019 Common Stock 5,000 $ 8.38 D  
Stock Option (right-to-buy)   (3) 02/19/2020 Common Stock 7,500 $ 7.31 D  
Stock Option (right-to-buy)   (4) 12/01/2020 Common Stock 10,000 $ 13.57 D  
Stock Option (right-to-buy)   (5) 02/18/2021 Common Stock 7,500 $ 17.45 D  
Stock Option (right-to-buy)   (6) 02/24/2022 Common Stock 3,516 $ 22.04 D  
Stock Option (right-to-buy)   (7) 03/01/2023 Common Stock 2,196 $ 31.49 D  
Stock Option (right-to-buy)   (8) 03/01/2024 Common Stock 3,582 $ 30.55 D  
Stock Option (right-to-buy)   (9) 03/03/2024 Common Stock 40,000 $ 30.07 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rodin Stephen M
C/O THE MEDICINES COMPANY
8 SYLVAN WAY
PARSIPPANY, NJ 07054
      SVP and General Counsel  

Signatures

/s/ Stephen M. Rodin 02/27/2015
**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) Includes 2,962 shares of restricted stock that vest in 25% increments on each anniversary of the date of grant, until fully vested.
(2) Grant made to the reporting person on August 3, 2009. The option vested in forty-eight equal installments beginning September 3, 2009.
(3) Grant made to the reporting person on February 19, 2010. The option vested in forty-eight equal installments beginning March 19, 2010.
(4) Grant made to the reporting person on December 1, 2010. The option vested in forty-eight equal installments beginning January 1, 2011.
(5) Remainder of a grant of 10,000 stock options made to the reporting person on February 18, 2011. The remaining option vests in equal monthly installments ending on March 18, 2015.
(6) Remainder of a grant of 6,250 stock options made to the reporting person on February 24, 2012. The option vests in equal monthly installments ending on March 24, 2016.
(7) Grant made to the reporting person on March 1, 2013. The option vests in forty-eight equal installments ending April 1, 2017.
(8) Grant made to the reporting person on March 1, 2014. The option vests in forty-eight equal installments ending April 1, 2018.
(9) Grant made to the reporting person on March 3, 2014. The option vests in forty-eight equal installments ending April 3, 2018.

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