Statement of Changes in Beneficial Ownership (4)
October 01 2020 - 5:08PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Manning Anthony M. |
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer |
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(Last)
(First)
(Middle)
C/O MOMENTA PHARMACEUTICALS, INC., 301 BINNEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2020 |
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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 | 10/1/2020 | | D | | 12778 | D | (1) | 0 | D | |
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 | (2) | 10/1/2020 | | D | | | 45000 | (2) | (2) | Common Stock | 45000 | (2) | 0 | D | |
| Restricted Stock Units | (2) | 10/1/2020 | | D | | | 1500 | (2) | (2) | Common Stock | 1500 | (2) | 0 | D | |
| Restricted Stock Units | (2) | 10/1/2020 | | D | | | 31500 | (2) | (2) | Common Stock | 31500 | (2) | 0 | D | |
| Restricted Stock Units | (2) | 10/1/2020 | | D | | | 45000 | (2) | (2) | Common Stock | 45000 | (2) | 0 | D | |
| Stock Option (Right to Buy) | $18.85 | 10/1/2020 | | D | | | 13258 | (3) | 2/7/2027 | Common Stock | 13258 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $12.76 | 10/1/2020 | | D | | | 20082 | (3) | 2/11/2029 | Common Stock | 20082 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $31.87 | 10/1/2020 | | D | | | 3622 | (3) | 2/7/2030 | Common Stock | 3622 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $13.02 | 10/1/2020 | | D | | | 5841 | (3) | 2/18/2025 | Common Stock | 5841 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $13.02 | 10/1/2020 | | D | | | 73 | (3) | 2/18/2025 | Common Stock | 73 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $10.83 | 10/1/2020 | | D | | | 3751 | (3) | 2/9/2026 | Common Stock | 3751 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $10.83 | 10/1/2020 | | D | | | 1499 | (3) | 2/9/2026 | Common Stock | 1499 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $18.85 | 10/1/2020 | | D | | | 3242 | (3) | 2/7/2027 | Common Stock | 3242 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $12.76 | 10/1/2020 | | D | | | 52793 | (3) | 2/11/2029 | Common Stock | 52793 | (3) | 0 | D | |
| Stock Option (Right to Buy) | $31.87 | 10/1/2020 | | D | | | 86378 | (3) | 2/7/2030 | Common Stock | 86378 | (3) | 0 | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Manning Anthony M.
C/O MOMENTA PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA 02142 |
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| Chief Scientific Officer |
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Signatures
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| /s/ R. Mark Chamberlin as attorney in fact | | 10/1/2020 |
| **Signature of Reporting Person | Date |
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