Sec Form 4 Filing - FIER IAN @ MOMENTA PHARMACEUTICALS INC - 2020-10-01

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 FIER IAN 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) Chief Mfg and Program Officer (Last) (First) (Middle) C/O MOMENTA PHARMACEUTICALS, INC., 301 BINNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (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

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 ( 1 ) 10/01/2020 D 45,000 ( 1 ) ( 1 ) Common Stock 45,000 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2020 D 1,425 ( 1 ) ( 1 ) Common Stock 1,425 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2020 D 21,938 ( 1 ) ( 1 ) Common Stock 21,938 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2020 D 40,000 ( 1 ) ( 1 ) Common Stock 40,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 18.85 10/01/2020 D 2,751 ( 2 ) 02/07/2027 Common Stock 2,751 ( 2 ) 0 D Stock Option (Right to Buy) $ 12.76 10/01/2020 D 20,192 ( 2 ) 02/11/2029 Common Stock 20,192 ( 2 ) 0 D Stock Option (Right to Buy) $ 31.87 10/01/2020 D 3,622 ( 2 ) 02/07/2030 Common Stock 3,622 ( 2 ) 0 D Stock Option (Right to Buy) $ 18.85 10/01/2020 D 99 ( 2 ) 02/07/2027 Common Stock 99 ( 2 ) 0 D Stock Option (Right to Buy) $ 12.76 10/01/2020 D 52,808 ( 2 ) 02/11/2029 Common Stock 52,808 ( 2 ) 0 D Stock Option (Right to Buy) $ 31.87 10/01/2020 D 76,378 ( 2 ) 02/07/2030 Common Stock 76,378 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FIER IAN C/O MOMENTA PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE, MA02142 Chief Mfg and Program Officer Signatures /s/ R. Mark Chamberlin as attorney in fact 10/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition of Issuer restricted stock units in accordance with that certain Agreement and Plan of Merger, dated as of August 19, 2020 (the "Merger Agreement"), by and among Johnson & Johnson, Vigor Sub, Inc. and the Issuer, pursuant to which, effective immediately prior to the effective time of the merger contemplated thereby (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) $52.50 per share in cash, without interest, less any required withholding taxes (the "Offer Price"). ( 2 )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).

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