SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2004
3. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC [ MNTA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
06/21/2004
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) (2) Common Stock 282,607(3) (3) I See Footnote(4)
Series A Convertible Preferred Stock (1) (2) Common Stock 7,338(3) (3) I See Footnote(5)
Series A Convertible Preferred Stock (1) (2) Common Stock 4,454(3) (3) I See Footnote(6)
Series A Prime Convertible Preferred Stock (1) (2) Common Stock 719,943(3) (3) I See Footnote(4)
Series A Prime Convertible Preferred Stock (1) (2) Common Stock 18,693(3) (3) I See Footnote(5)
Series A Prime Convertible Preferred Stock (1) (2) Common Stock 11,348(3) (3) I See Footnote(6)
Series A Double Prime Convertible Preferred Stock (1) (2) Common Stock 1,391,416(3) (3) I See Footnote(4)
Series A Double Prime Convertible Preferred Stock (1) (2) Common Stock 36,128(3) (3) I See Footnote(5)
Series A Double Prime Convertible Preferred Stock (1) (2) Common Stock 21,932(3) (3) I See Footnote(6)
Series B Convertible Preferred Stock (1) (2) Common Stock 1,561,944(3) (3) I See Footnote(4)
Series B Convertible Preferred Stock (1) (2) Common Stock 40,555(3) (3) I See Footnote(5)
Series B Convertible Preferred Stock (1) (2) Common Stock 24,618(3) (3) I See Footnote(6)
Series C Convertible Preferred Stock (1) (2) Common Stock 753,515(3) (3) I See Footnote(4)
Series C Convertible Preferred Stock (1) (2) Common Stock 19,564(3) (3) I See Footnote(5)
Series C Convertible Preferred Stock (1) (2) Common Stock 11,875(3) (3) I See Footnote(6)
1. Name and Address of Reporting Person*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS III LP

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS FOUNDERS FUND III LP

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Arnold Stephen D

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flint Jonathan A

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCGUIRE TERRANCE

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPOON ALAN G

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
Explanation of Responses:
1. Automatically converts into common stock upon the closing of the Issuer's initial public offering of common stock.
2. N/A
3. Reflects a 1.28-for-1 forward stock split, which became effective on May 10, 2004, pursuant to which each share of Series A Convertible Preferred Stock, Series A Prime Convertible Preferred Stock, Series A Double Prime Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will automatically convert into approximately 1.28 shares of common stock upon the closing of the Issuer's initial public offering of common stock.
4. These shares are owned directly by Polaris Venture Partners III, L.P. ("PVP III") Polaris Venture Management Co. III, L.L.C. ("PVM III"), the general partner of PVP III, and Stephen D. Arnold, Jonathan A. Flint, Terrance G. McGuire and Alan G. Spoon, the managing members of PVM III, may be deemed to share voting and dispositive power over the shares held by PVP III. Such persons and entities disclaim beneficial ownership of shares held by PVP III except to the extent of any pecuniary interest therein.
5. These shares are owned directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. ("PVPEF III") PVM III, the general partner of PVPEF III, and Stephen D. Arnold, Jonathan A. Flint, Terrance G. McGuire and Alan G. Spoon, the managing members of PVM III, may be deemed to share voting and dispositive power over the shares held by PVPEF III. Such persons and entities disclaim beneficial ownership of shares held by PVPEF III except to the extent of any pecuniary interest therein.
6. These shares are owned directly by Polaris Venture Partners Founders' Fund III, L.P. ("PVPFF III") PVM III, the general partner of PVPFF III, and Stephen D. Arnold, Jonathan A. Flint, Terrance G. McGuire and Alan G. Spoon, the managing members of PVM III, may be deemed to share voting and dispositive power over the shares held by PVPFF III. Such persons and entities disclaim beneficial ownership of shares held by PVPFF III except to the extent of any pecuniary interest therein.
Remarks:
This amendment is being filed to incorporate the EDGAR codes of the joint filers previously disclosed on Exhibit 99 hereto, and the Power of Attorney attached as Exhibit 24.
/s/ Kevin Littlejohn Attorney-in-Fact 10/26/2004
** Signature of Reporting Person 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 5 (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.

Exhibit 24

 

POWER OF ATTORNEY

 

Each of the undersigned individuals (collectively, the “Reporting Persons”) hereby authorizes and designates such person or entity as is designated by Kevin Littlejohn (the “Designated Filer”) to prepare and file on behalf of such Reporting Person individually, or jointly together with other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

Each Reporting Person hereby further authorizes and designates Kevin Littlejohn (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted (including, without limitation, obtaining any Edgar access codes).

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing.  Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

 

June 17, 2004

/s/ Stephen D. Arnold

 

Stephen D. Arnold

 

 

 

 

June 17, 2004

/s/ Jonathan A. Flint

 

Jonathan A. Flint

 

 

 

 

June 17, 2004

/s/ Terrance G. McGuire

 

Terrance G. McGuire

 

 

 

 

June 17, 2004

/s/ Alan G. Spoon

 

Alan G. Spoon

 

 



 

June 17, 2004

/s/ John J. Gannon

 

John J. Gannon

 

 

 

 

June 17, 2004

/s/ Brian Chee

 

Brian Chee

 

 

 

 

June 17, 2004

/s/ Michael Hirshland

 

Michael Hirshland

 

 

 

 

June 17, 2004

/s/ David Barrett

 

David Barrett

 

 

 

 

June 17, 2004

/s/ Robert Metcalfe

 

Robert Metcalfe

 

 

 

 

June 17, 2004

/s/ Christoph Westphal

 

Christoph Westphal

 

 

 

 

June 17, 2004

Stoneybrook L.L.C.

 

By:

/s/ Robert L. Carson

 

Robert L. Carson

 

Managing Member

 

 

 

 

 

 

June 17, 2004

Polaris Venture Partners LP

 

By:

Polaris Venture Management Co LLC

 

Its General Partner

 

 

 

 

 

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Partners Founders’ Fund LP

 

By:

Polaris Venture Management Co LLC

 

 

Its General Partner

 

 

 

 

 

 

 

/s/ Terrance G. McGuire

 

Terrance G. McGuire

 

Managing Member

 

 

 



 

June 17, 2004

Polaris Venture Partners II LP

 

By:

Polaris Venture Management Co II LLC

 

 

Its General Partner

 

 

 

 

 

 

 

/s/ Terrance G. McGuire

 

Terrance G. McGuire

 

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Partners Founders’ Fund II LP

 

By:

Polaris Venture Management Co II LLC

 

 

Its General Partner

 

 

 

/s/ Terrance G. McGuire

 

Terrance G. McGuire

 

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Partners III LP

 

By:

Polaris Venture Management Co III LLC

 

Its General Partner

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Partners Entrepreneurs’ Fund III LP

 

By:

Polaris Venture Management Co III LLC

 

Its General Partner

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 



 

June 17, 2004

Polaris Venture Partners Founders’ Fund III LP

 

By:

Polaris Venture Management Co III LLC

 

Its General Partner

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Partners IV LP

 

By:

Polaris Venture Management Co IV LLC

 

Its General Partner

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Partners Entrepreneurs’ Fund IV LP

 

By:

Polaris Venture Management Co IV LLC

 

Its General Partner

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Management Co LLC

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Management Co II LLC

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 

 

June 17, 2004

Polaris Venture Management Co III LLC

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 



 

 

June 17, 2004

Polaris Venture Management Co IV LLC

 

 

/s/ Terrance G. McGuire

Terrance G. McGuire

Managing Member

 

 

 


Exhibit 99

 

JOINT FILER INFORMATION

 

Joint Filer Name:

Polaris Venture Partners III, L.P.

Relationship to Issuer:

10% Owner

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

 

Signature

Polaris Venture Partners III, L.P.

 

By:

Polaris Venture Management Co. III L.L.C.

 

 

Its General Partner

 

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

Joint Filer Name:

Polaris Venture Partners Entrepreneurs’ Fund III, L.P.

Relationship to Issuer:

10% Owner

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

Signature

Polaris Venture Partners Entrepreneurs’ Fund III, L.P.

 

By:

Polaris Venture Management Co. III L.L.C.

 

 

Its General Partner

 

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Authorized Signatory

 

 

 

 

 

Joint Filer Name:

Polaris Venture Partners Founders’ Fund III, L.P.

Relationship to Issuer:

10% Owner

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

Signature

Polaris Venture Partners Founders’ Fund III, L.P.

 

By:

Polaris Venture Management Co. III, L.L.C.

 

 

Its General Partner

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Authorized Signatory

 

 



Joint Filer Name:

Stephen D. Arnold

Relationship to Issuer:

10% Owner, as managing member of PVM III, the general partner of PVP III, PVPEF III and PVPFF III (the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein)

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

 

 

 

 

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

Signature

Stephen D. Arnold

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Kevin Littlejohn, Attorney-in-Fact

 

 

 

 

 

Joint Filer Name:

Jonathan A. Flint

Relationship to Issuer:

10% Owner, as managing member of PVM III, the general partner of PVP III, PVPEF III and PVPFF III (the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein)

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

Signature

Jonathan A. Flint

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Kevin Littlejohn, Attorney-in-Fact

 

 

 

 

 

Joint Filer Name:

Terrance G. McGuire

Relationship to Issuer:

10% Owner, as managing member of PVM III, the general partner of PVP III, PVPEF III and PVPFF III (the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein)

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

Signature

Terrance G. McGuire

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Kevin Littlejohn, Attorney-in-Fact

 

 

 

 

 

Joint Filer Name:

Alan G. Spoon

Relationship to Issuer:

10% Owner, as managing member of PVM III, the general partner of PVP III, PVPEF III and PVPFF III (the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein)

Address:

1000 Winter Street, Suite 3350

 

Waltham, MA 02451

Designated Filer:

Polaris Venture Management Co. III, L.L.C.

Date of Event Requiring Statement:

10/26/2004

Issuer Name and Ticker or Trading Symbol:

Momenta Pharmaceuticals Inc. (MNTA)

 

 

Signature

Alan G. Spoon

 

 

 

By:

/s/ Kevin Littlejohn

 

 

 

Kevin Littlejohn, Attorney-in-Fact