Momenta Pharmaceuticals, Inc.
MOMENTA PHARMACEUTICALS INC (Form: 4, Received: 06/22/2017 16:28:24)
FORM 4
[ ] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Arroyo Santiago
2. Issuer Name and Ticker or Trading Symbol

MOMENTA PHARMACEUTICALS INC [ MNTA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Chief Medical Officer
(Last)          (First)          (Middle)

C/O MOMENTA PHARMACEUTICALS, INC., 675 WEST KENDALL STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

6/20/2017
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/20/2017     A (1)    36000   A $0   36000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)   $17.20   6/20/2017     A      150000   (2)        (3) 6/20/2027   Common Stock   150000   $0   150000   D    

Explanation of Responses:
(1)  Represents 36,000 shares of restricted common stock, $0.0001 par value per share, awarded pursuant to the Company's 2013 Incentive Award Plan, as amended and restated, and subject to a restricted stock agreement to be entered into between the Company and Dr. Arroyo. Pursuant to the restricted stock agreement, the shares of restricted common stock shall vest on the achievement of certain company goals within a specified time period.
(2)  Represents options granted by the issuer pursuant to the issuer's 2013 Incentive Award Plan.
(3)  The stock option will vest and become exercisable with respect to 37,500 shares on the first anniversary of the grant date, and the remainder will vest in equal quarterly installments over the subsequent three years. All vesting is subject to Dr. Arroyo's continued service to the Company through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arroyo Santiago
C/O MOMENTA PHARMACEUTICALS, INC.
675 WEST KENDALL STREET
CAMBRIDGE, MA 02142


SVP, Chief Medical Officer

Signatures
/s/ Andrea Paul as attorney in fact 6/22/2017
** 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).
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