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*
BELTRAMELLO JO ANN

(Last) (First) (Middle)
301 BINNEY ST, 5TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2018
3. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC [ MNTA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief HR and Inf. Officer
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)
Common Stock 135,038 D
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
Stock Options (right to buy) (1) 02/25/2019 Common Stock 8,377 10.43 D
Stock Options (right to buy) (2) 02/18/2020 Common Stock 14,781 15.37 D
Stock Options (right to buy) (3) 02/22/2021 Common Stock 25,495 13.26 D
Stock Options (right to buy) (4) 02/14/2022 Common Stock 26,183 15.44 D
Stock Options (right to buy) (5) 02/19/2023 Common Stock 30,800 12.58 D
Stock Options (right to buy) (6) 02/18/2024 Common Stock 40,504 17.96 D
Stock Options (right to buy) (7) 02/18/2025 Common Stock 43,384 13.02 D
Stock Options (right to buy) (8) 02/09/2026 Common Stock 37,800 10.83 D
Stock Options (right to buy) (9) 02/07/2027 Common Stock 43,050 18.85 D
Restricted Stock Units (10) (10) Common Stock 13,453 (12) D
Restricted Stock Units (11) (11) Common Stock 55,000 (12) D
Explanation of Responses:
1. Subject to the officer's continued service with the company, the stock options granted on February 25, 2009 will vest in equal quarterly installments over the four year vesting period.
2. Subject to the officer's continued service with the company, the stock options granted on February 18, 2010 will vest in equal quarterly installments over the four year vesting period.
3. Subject to the officer's continued service with the company, the stock options granted on February 22, 2011 will vest in equal quarterly installments over the four year vesting period.
4. Subject to the officer's continued service with the company, the stock options granted on February 14, 2012 will vest in equal quarterly installments over the four year vesting period.
5. Subject to the officer's continued service with the company, the stock options granted on February 19, 2013 will vest in equal quarterly installments over the four year vesting period.
6. Subject to the officer's continued service with the company, the stock options granted on February 18, 2014 will vest in equal quarterly installments over the four year vesting period.
7. Subject to the officer's continued service with the company, the stock options granted on February 18, 2015 will vest in equal quarterly installments over the four year vesting period.
8. Subject to the officer's continued service with the company, the stock options will vest with respect to 25% of the shares on the first anniversary of February 9, 2016, and the remainder will vest in equal quarterly installments over the subsequent three years.
9. Subject to the officer's continued service with the company, the stock options will vest with respect to 25% of the shares on the first anniversary of February 7, 2017, and the remainder will vest in equal quarterly installments over the subsequent three years.
10. Subject to the officer's continued service with the company, the restricted stock units will vest with respect to 25% of the shares on the first anniversary of February 7, 2017, and the remainder will vest in equal quarterly installments over the subsequent three years.
11. Subject to the officer's continued service with the company, the restricted stock units will vest with respect to 50% of the shares on the first anniversary of February 12, 2018, and the remaining 50% will vest on the second anniversary of the grant date.
12. Each Restricted Stock Unit represents a contingent right to receive one share of MNTA common stock.
/s/ R. Mark Chamberlin as attorney in fact 10/11/2018
** 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 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 24.1
                           LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

      The  undersigned  hereby  makes, constitutes and appoints each of Michelle
Robertson, Alejandra Carvajal, and R.  Mark  Chamberlin,  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 28th day of September, 2018.

                                        /s/ Jo-Ann Beltramello
                                        ---------------------------
                                        Jo-Ann Beltramello