SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Koestler Thomas P

(Last) (First) (Middle)
C/O MOMENTA PHARMACEUTICALS, INC.
301 BINNEY STREET

(Street)
CAMBRIDGE MA 02172

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/20/2018 M 5,734 A $0 11,234 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) $22.3 06/20/2018 A 8,855 (1) 06/20/2028 Common Stock 8,855 $0 8,855 D
Restricted Stock Units (2) 06/20/2018 A 4,356 (3) (3) Common Stock 4,356 $0 4,356 D
Restricted Stock Units (4) 06/20/2018 M 5,734 (5) (5) Common Stock 5,734 $0 0 D
Explanation of Responses:
1. Represents an option granted by the Company pursuant to the Company's 2013 Incentive Award Plan. The stock option will vest and become exercisable on the first anniversary of the grant date, subject to Dr. Koestler's continued service to the Company.
2. Each restricted stock unit represents a contingent right to receive one share of MNTA common stock.
3. Represents 4,356 restricted stock units, awarded pursuant to the Company's 2013 Incentive Award Plan, 100% of the restricted stock units shall vest on the first anniversary of the grant date, subject to Dr. Koestler's continued service to the Company.
4. Restricted Stock Units convert into common stock on a one-for-one basis.
5. Subject to certain criteria, 100% of the restricted stock units shall vest on the first anniversary of the grant date.
/s/ Marie T. Washburn as attorney in fact 06/25/2018
** 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 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.
                           LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

     The  undersigned  hereby  makes,  constitutes and appoints each of Scott M.
Storer,  Marie T. Washburn, Bruce A. Leicher, Alejandra Carvajal, Christopher S.
Kiefer  and  Andrea J. Paul, signing singly and each acting individually, as the
undersigned's  true and lawful attorney-in-fact with full power and authority as
hereinafter described to:

     (1)   execute  for  and  on behalf of the undersigned, in the undersigned's
           capacity  as a director and/or an officer of Momenta Pharmaceuticals,
           Inc.  (the  "Company"),  Forms  3, 4, and 5 (including any amendments
           thereto)  in accordance with Section 16(a) of the Securities Exchange
           Act  of  1934,  as  amended,  and the rules thereunder (the "Exchange
           Act");

     (2)   do  and perform any and all acts for and on behalf of the undersigned
           that  may  be necessary or desirable to prepare, complete and execute
           any such Form 3, 4, or 5, prepare, complete and execute any amendment
           or amendments thereto, and timely deliver and file such form with the
           United  States  Securities  and  Exchange  Commission  and  any stock
           exchange or similar authority;

     (3)   seek  or  obtain,  as  the  undersigned's  representative  and on the
           undersigned's  behalf,  information  regarding  transactions  in  the

           Company's   securities  from  any  third  party,  including  brokers,
           employee   benefit   plan   administrators   and  trustees,  and  the
           undersigned  hereby  authorizes  any  such person to release any such
           information  to  such  attorney-in-fact and approves and ratifies any
           such release of information; and

     (4)   take  any  other action of any type whatsoever in connection with the
           foregoing  that,  in  the opinion of such attorney-in-fact, may be of
           benefit  to,  in  the  best  interest of, or legally required by, the
           undersigned,  it being understood that the documents executed by such
           attorney-in-fact  on behalf of the undersigned pursuant to this Power
           of  Attorney  shall  be in such form and shall contain such terms and
           conditions   as   such   attorney-in-fact   may   approve   in   such
           attorney-in-fact's discretion.

     The  undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  Power  of  Attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving,  nor  is the Company assuming nor relieving, any of the undersigned's
responsibilities  to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i)  any  liability  for  the  undersigned's  responsibility  to comply with the
requirement  of  the Exchange Act, (ii) any liability of the undersigned for any
failure  to  comply with such requirements, or (iii) any obligation or liability
of  the  undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

     This  Power  of  Attorney  shall  remain in full force and effect until the
undersigned  is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing  attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's responsibilities to comply with
Section  16  of  the  Exchange  Act  in the undersigned's capacity as a director
and/or  an officer of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee of
the Company.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14th day of September, 2017.

                                       /s/ Thomas P. Koestler
                                       -----------------------------------------
                                       Thomas P. Koestler