Statement of Changes in Beneficial Ownership (4)
May 11 2020 - 4:25PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
WHEELER CRAIG A |
2. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC
[
MNTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
C/O MOMENTA PHARMACEUTICALS, INC., 301 BINNEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2020 |
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/7/2020 | | M(1) | | 5782 | A | (2) | 14521 (7) | D | |
| Common Stock | 5/8/2020 | | S(3) | | 2602 | D | $32.94 (4) | 11919 | D | |
| Common Stock | | | | | | | | 36725 | I | Craig A Wheeler 2016 Annuity Trust |
| Common Stock | | | | | | | | 48263 | I | Craig A Wheeler 2018 Annuity Trust |
| Common Stock | | | | | | | | 474598 (8) | I | Craig Wheeler Revocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Units | (5) | 5/7/2020 | | M (1) | | | 5782 | (6) | (6) | Common Stock | 5782 | $0 | 17344 | D | |
| Explanation of Responses: |
| (1) | Shares received pursuant to settlement of Restricted Stock Units that were granted on February 7, 2017. |
| (2) | Restricted Stock Units convert into common stock on a one-for-one basis. |
| (3) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 7, 2017. |
| (4) | This transaction was executed in multiple trades at prices ranging from $32.70 to $33.42. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (5) | Each Restricted Stock Unit represents a contingent right to receive one share of MNTA common stock. |
| (6) | Subject to the officer's continued employment with the company, the restricted stock units will vest with respect to 25% of the shares on the first anniversary of the grant date, and the remainder will vest in equal quarterly installments over the subsequent three years. |
| (7) | Reflects a decrease of 45,925 shares of MNTA common stock transferred to the Craig Wheeler Revocable Trust on April 17, 2020. |
| (8) | Reflects the transfer of 45,925 shares of MNTA common stock on April 17,2020 that were previously held in the Craig A. wheeler personal account. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WHEELER CRAIG A
C/O MOMENTA PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA 02142 | X |
| President & CEO |
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Signatures
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| /s/ R. Mark Chamberlin as attorney in fact | | 5/11/2020 |
| **Signature of Reporting Person | Date |
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