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Sec Form 4 Filing - WHEELER CRAIG A @ MOMENTA PHARMACEUTICALS INC - 2020-09-10

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
WHEELER CRAIG A
2. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC [ MNTA]
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
(Last)
(First)
(Middle)
C/O MOMENTA PHARMACEUTICALS, INC., 301 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2020
(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 09/10/2020 G 190,476 D $ 0 389,120 ( 1 ) I Craig Wheeler Revocable Trust
Common Stock 10/01/2020 D 8,739 ( 1 ) D 0 D
Common Stock 10/01/2020 D 36,725 D 0 I Craig A Wheeler 2016 Annuity
Common Stock 10/01/2020 D 48,263 D 0 I Craig A Wheeler 2018 Annuity Trust
Common Stock 10/01/2020 D 389,120 ( 1 ) D 0 I Craig Wheeler Revocable Trust
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
Restricted Stock Units ( 3 ) 10/01/2020 D 11,563 ( 3 ) ( 3 ) Common Stock 11,563 ( 3 ) 0 D
Restricted Stock Units ( 3 ) 10/01/2020 D 37,032 ( 3 ) ( 3 ) Common Stock 37,032 ( 3 ) 0 D
Restricted Stock Units ( 3 ) 10/01/2020 D 100,000 ( 3 ) ( 3 ) Common Stock 100,000 ( 3 ) 0 D
Restricted Stock Units ( 3 ) 10/01/2020 D 250,500 ( 3 ) ( 3 ) Common Stock 250,500 ( 3 ) 0 D
Stock Option (Right to Buy) $ 17.96 10/01/2020 D 5,567 ( 4 ) 02/18/2024 Common Stock 5,567 ( 4 ) 0 D
Stock Option (Right to Buy) $ 18.85 10/01/2020 D 15,915 ( 4 ) 02/07/2027 Common Stock 15,915 ( 4 ) 0 D
Stock Option (Right to Buy) $ 16.3 10/01/2020 D 6,134 ( 4 ) 02/12/2028 Common Stock 6,134 ( 4 ) 0 D
Stock Option (Right to Buy) $ 12.76 10/01/2020 D 7,837 ( 4 ) 02/11/2029 Common Stock 7,837 ( 4 ) 0 D
Stock Option (Right to Buy) $ 31.87 10/01/2020 D 3,137 ( 4 ) 02/07/2030 Common Stock 3,137 ( 4 ) 0 D
Stock Option (Right to Buy) $ 15.44 10/01/2020 D 7,585 ( 4 ) 02/14/2022 Common Stock 7,585 ( 4 ) 0 D
Stock Option (Right to Buy) $ 15.44 10/01/2020 D 142,415 ( 4 ) 02/14/2022 Common Stock 142,415 ( 4 ) 0 D
Stock Option (Right to Buy) $ 12.58 10/01/2020 D 7,949 ( 4 ) 02/19/2023 Common Stock 7,949 ( 4 ) 0 D
Stock Option (Right to Buy) $ 12.58 10/01/2020 D 142,051 ( 4 ) 02/19/2023 Common Stock 142,051 ( 4 ) 0 D
Stock Option (Right to Buy) $ 17.96 10/01/2020 D 134,433 ( 4 ) 02/18/2024 Common Stock 134,433 ( 4 ) 0 D
Stock Option (Right to Buy) $ 13.02 10/01/2020 D 7,681 ( 4 ) 02/18/2025 Common Stock 7,681 ( 4 ) 0 D
Stock Option (Right to Buy) $ 13.02 10/01/2020 D 132,319 ( 4 ) 02/18/2025 Common Stock 132,319 ( 4 ) 0 D
Stock Option (Right to Buy) $ 10.83 10/01/2020 D 7,875 ( 4 ) 02/09/2026 Common Stock 7,875 ( 4 ) 0 D
Stock Option (Right to Buy) $ 10.83 10/01/2020 D 118,125 ( 4 ) 02/09/2026 Common Stock 118,125 ( 4 ) 0 D
Stock Option (Right to Buy) $ 18.85 10/01/2020 D 169,085 ( 4 ) 02/07/2027 Common Stock 169,085 ( 4 ) 0 D
Stock Option (Right to Buy) $ 16.3 10/01/2020 D 191,366 ( 4 ) 02/12/2028 Common Stock 191,366 ( 4 ) 0 D
Stock Option (Right to Buy) $ 12.76 10/01/2020 D 483,163 ( 4 ) 02/11/2029 Common Stock 483,163 ( 4 ) 0 D
Stock Option (Right to Buy) $ 31.87 10/01/2020 D 196,863 ( 4 ) 02/07/2030 Common Stock 196,863 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHEELER CRAIG A
C/O MOMENTA PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA02142
X President & CEO
Signatures
/s/ R. Mark Chamberlin as attorney-in-fact 10/01/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the transfer of 6,547 shares of Issuer common stock from the Reporting Person's direct holdings to the Craig Wheeler Revocable Trust.
( 2 )Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 19, 2020 (the "Merger Agreement"), by and among Johnson & Johnson, Vigor Sub, Inc. ("Merger Sub") and the Issuer, including the completion of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $52.50 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on October 1, 2020. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.
( 3 )Reflects disposition of Issuer restricted stock units in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer restricted stock unit held by the Reporting Person became vested in full and, as of the Effective Time, was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer restricted stock unit immediately prior to the Effective Time by (y) the Offer Price.
( 4 )Reflects disposition of options to acquire shares of Issuer common stock (each, an "Issuer Option") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer Option held by the Reporting Person became vested in full and, as of the Effective Time, was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer Option immediately prior to the Effective Time by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Issuer Option.

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 Number.