FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TOWSE MATTHEW W
2. Issuer Name and Ticker or Trading Symbol

NxStage Medical, Inc. [ NXTM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP and Chief Financial Office
(Last)          (First)          (Middle)

350 MERRIMACK STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2019
(Street)

LAWRENCE, MA 01843
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/21/2019     D (1)    28396   D $30   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $14.66   2/21/2019     D   (2)       60958    4/10/2014   3/9/2024   Common Stock   60958   $0   0   D    
Stock Option (Right to Buy)   $16.66   2/21/2019     D   (2)       65618    4/3/2015   3/2/2025   Common Stock   65618   $0   0   D    
Stock Option (Right to Buy)   $15.58   2/21/2019     D   (2)       89386    4/9/2016   3/8/2026   Common Stock   89386   $0   0   D    
Stock Option (Right to Buy)   $27.89   2/21/2019     D   (2)       49855    4/9/2017   3/8/2027   Common Stock   49855   $0   0   D    
Restricted Stock Unit   $0   2/21/2019     D   (3)       11643    3/9/2018   3/9/2020   Common Stock   11643   $0   0   D    

Explanation of Responses:
(1)  Disposed of under Merger Agreement with Fresenius Medical Care Holdings, Inc. in which all outstanding shares of Issuer's Common Stock were converted into the right to receive $30 per share in cash.
(2)  This option was canceled in the Merger in exchange for an amount in cash equal to the product of the total number of shares subject to the option multiplied by the excess of the Merger Consideration of $30 per share over the option exercise price.
(3)  These performance shares were canceled in the Merger in exchange for an amount in cash equal to the product of the total number of performance shares multiplied by the Merger Consideration of $30 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TOWSE MATTHEW W
350 MERRIMACK STREET
LAWRENCE, MA 01843


SVP and Chief Financial Office

Signatures
/s/ Aras Lapinskas, attorney-in-fact for Matthew Towse 2/25/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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