Sec Form 4 Filing - Roach James M. @ MOMENTA PHARMACEUTICALS INC - 2014-02-18

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Roach James M.
2. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC [ MNTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP, Development and Chi
(Last) (First) (Middle)
C/O MOMENTA PHARMACEUTICALS, INC., 675 WEST KENDALL STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/18/2014 S( 1 ) 217 D $ 17.96 86,128 D
Common Stock 02/18/2014 A( 2 ) 20,278 A $ 0 106,406 D
Common Stock 02/19/2014 S( 1 ) 197 D $ 17.86 106,209 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 17.96 02/18/2014 A( 3 ) 40,504 05/18/2014 02/18/2024 Common Stock 40,504 $ 0 310,915 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roach James M.
C/O MOMENTA PHARMACEUTICALS, INC.
675 WEST KENDALL STREET
CAMBRIDGE, MA02142
Senior VP, Development and Chi
Signatures
/s/ Eric Shaff as attorney in fact 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2009.
( 2 )Represents 20,278 shares of restricted common stock, $0.0001 par value per share, awarded pursuant to the Company's 2013 Stock Incentive Plan, and subject to a restricted stock agreement to be entered between the Company and Mr. Roach. Pursuant to the restricted stock agreement, 25% of the shares of restricted Common Stock shall vest on February 18, 2015 and an additional 6.25% of the shares of restricted Common Stock shall vest at the end of each three-month period thereafter.
( 3 )Represents an option granted by the issuer pursuant to the issuer's 2013 Stock Incentive Plan. Subject to certain criteria, the shares subject to such option vest as to 6.25% of the shares at the end of each three-month period following the grant 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).

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