Statement of Changes in Beneficial Ownership (4)
16 April 2016 - 4:05AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
WHEELER CRAIG A
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2. Issuer Name
and
Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC
[
MNTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
C/O MOMENTA PHARMACEUTICALS, INC., 675 WEST KENDALL STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2016
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/13/2016
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A
(1)
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150000
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A
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$0
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378187
(2)
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D
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Common Stock
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257454
(3)
(4)
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I
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Craig Wheeler Revocable Trust
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Common Stock
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92297
(5)
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I
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Craig A. Wheeler 2014 Irrevocable Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents 150,000 shares of restricted common stock, $0.0001 par value per share, awarded pursuant to the Company's 2013 Stock Incentive Plan, as amended, and subject to a restricted stock agreement to be entered into between the Company and Mr. Wheeler. 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.
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(
2)
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Excludes 16,155 shares previously held directly by Mr. Wheeler that were transferred to the Craig Wheeler Revocable Trust.
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(
3)
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Reflects the transfer of 16,155 shares to the Craig Wheeler Revocable Trust that were previously held directly by Mr. Wheeler.
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(
4)
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Reflects the transfer of 57,703 shares to the Craig Wheeler Revocable Trust that were previously held in the Craig A. Wheeler 2014 Irrevocable Trust.
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(
5)
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Excludes 57,703 shares previously held by the Craig A. Wheeler 2014 Irrevocable Trust that were transferred to the Craig Wheeler Revocable Trust .
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WHEELER CRAIG A
C/O MOMENTA PHARMACEUTICALS, INC.
675 WEST KENDALL STREET
CAMBRIDGE, MA 02142
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X
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President
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Signatures
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/s/ Marie T. Washburn as attorney in fact
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4/15/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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