SEC FORM 3 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*
MVM International Life Sciences Fund No 1 L P

(Last) (First) (Middle)
6 HENRIETTA STREET

(Street)
LONDON WC2E 8PU

(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)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 B Convertible Preferred Stock (1) (2) Common Stock 2,255,187(3) (3) D(4)
Series B Convertible Preferred Stock (1) (2) Common Stock 7,745(3) (3) I See Footnote(5)
Series B Convertible Preferred Stock (1) (2) Common Stock 5,011(3) (3) I See Footnote(6)
Series B Convertible Preferred Stock (1) (2) Common Stock 5,011(3) (3) I See Footnote(7)
Series B Convertible Preferred Stock (1) (2) Common Stock 5,011(3) (3) I See Footnote(8)
Series C Convertible Preferred Stock (1) (2) Common Stock 429,561(3) (3) D(4)
Series C Convertible Preferred Stock (1) (2) Common Stock 911(3) (3) I See Footnote(5)
Series C Convertible Preferred Stock (1) (2) Common Stock 954(3) (3) I See Footnote(6)
Series C Convertible Preferred Stock (1) (2) Common Stock 954(3) (3) I See Footnote(7)
Series C Convertible Preferred Stock (1) (2) Common Stock 954(3) (3) I See Footnote(8)
Series C Convertible Preferred Stock (1) (2) Common Stock 96(3) (3) I See Footnote(9)
Series C Convertible Preferred Stock (1) (2) Common Stock 234(3) (3) I See Footnote(10)
Series C Convertible Preferred Stock (1) (2) Common Stock 234(3) (3) I See Footnote(11)
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-for-1.28 forward stock split, which became effective on May 10, 2004, pursuant to which each share of 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 held directly by MVM International Life Sciences Fund No. 1 L.P. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
5. These shares are held directly by MVM Limited. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
6. These shares are held directly by David Brister. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
7. These shares are held directly by Paul Triniman. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
8. These shares are held directly by Stephen Reeders. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities.
9. These shares are held directly by Martin Murphy. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
10. These shares are held directly by Richard Lim. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
11. These shares are held directly by Thomas Casdagli. Stephen Reeders, Paul Triniman and David Brister are the investment directors of MVM Limited, which individuals exercise discretionary investment power over securities held by MVM International Life Sciences Fund No. 1 L.P., MVM Limited, Stephen Reeders, Paul Triniman, David Brister, Martin Murphy, Richard Lim and Thomas Casdagli, and are principally responsible for the selection, acquisition and disposition of these securities. Dr. Reeders disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest in such shares.
/s/ Thomas Casdagli 06/29/2004
** 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).
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