| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Momenta Pharmaceuticals, Inc.
(Name of Issuer)
COMMON STOCK, Par Value $.0001 Per Share
(Title of Class of Securities)
60877T100
(CUSIP Number)
Dr. Christian Rehm
Novartis AG
Lichstrasse 35
CH 4056 Basel, Switzerland
+41 61 324 1111
With a copy to:
Derek Stoldt
Kaye Scholer LLP
250 West 55th Street
New York, NY 10019
+1 212 836 8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 60877T100 | |||||
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| 1) | Name of Reporting Persons. | |||
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| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3) | SEC Use Only | |||
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| 4) | Source of Funds (See Instructions) | |||
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| 5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6) | Citizenship or Place of Organization | |||
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Number of | 7) | Sole Voting Power | |||
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8) | Shared Voting Power | ||||
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9) | Sole Dispositive Power | ||||
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10) | Shared Dispositive Power | ||||
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| 11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13) | Percent of Class Represented by Amount in Row (11) | |||
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| 14) | Type of Reporting Person (See Instructions) | |||
* This calculation is based on 70,744,044 shares of Common Stock, par value $0.0001 per share, outstanding as of July 29, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed by the Issuer with the Securities and Exchange Commission on August 5, 2016.
CUSIP No. 60877T100 | |||||
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| 1) | Name of Reporting Persons. | |||
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| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3) | SEC Use Only | |||
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| 4) | Source of Funds (See Instructions) | |||
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| 5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6) | Citizenship or Place of Organization | |||
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Number of | 7) | Sole Voting Power | |||
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8) | Shared Voting Power | ||||
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9) | Sole Dispositive Power | ||||
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10) | Shared Dispositive Power | ||||
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| 11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13) | Percent of Class Represented by Amount in Row (11) | |||
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| 14) | Type of Reporting Person (See Instructions) | |||
* This calculation is based on 70,744,044 shares of Common Stock, par value $0.0001 per share, outstanding as of July 29, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed by the Issuer with the Securities and Exchange Commission on August 5, 2016.
This Amendment No. 4 (this “Amendment”) amends the Schedule 13D initially filed with the Securities and Exchange Commission on August 4, 2006, as previously amended on September 6, 2006, December 8, 2015, and August 10, 2016 (the “Original Schedule 13D”) relating to shares of the common stock, par value $.0001 per share (the “Common Stock”), of Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). All information reported in the Original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c) and (e) of the Original 13D are amended and restated in their entirety to read as follows:
(a) - (b) The Investor is the record holder and beneficial owner of 3,315,366 shares of the Issuer’s Common Stock. As a result of the Investor’s holdings, Novartis is a beneficial owner of the Securities. Based on publicly available information, the Securities represent approximately 4.7% of the Issuer’s outstanding Common Stock and the Reporting Persons have shared power
to vote or direct the vote and shared power to dispose or to direct the disposition of the Securities.
Except as described in this Amendment, neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons identified in Schedule I hereto beneficially owns any additional shares of Common Stock.
(c) Pursuant to the Sales Plan (described in the August 10, 2016 amendment to the Original Schedule 13D), the following transactions in the Issuer’s Common Stock were effected by the Investor since the August 10, 2016 amendment to the Original Schedule 13D:
Date |
| Type of Transaction |
| Number of Shares |
| Price Per Share ($) |
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August 12, 2016 |
| Sold |
| 24,648 |
| 12.03 |
August 15, 2016 |
| Sold |
| 72,356 |
| 12.03 |
August 16, 2016 |
| Sold |
| 9,608 |
| 12.02 |
August 18, 2016 |
| Sold |
| 71,043 |
| 12.07 |
August 19, 2016 |
| Sold |
| 27,849 |
| 12.06 |
August 22, 2016 |
| Sold |
| 110,000 |
| 12.18 |
August 23, 2016 |
| Sold |
| 37,272 |
| 12.05 |
August 24, 2016 |
| Sold |
| 120,000 |
| 12.19 |
August 25, 2016 |
| Sold |
| 150,000 |
| 12.48 |
August 26, 2016 |
| Sold |
| 175,000 |
| 12.43 |
August 29, 2016 |
| Sold |
| 180,000 |
| 12.17 |
August 30, 2016 |
| Sold |
| 156,804 |
| 12.07 |
(e) The Reporting Persons ceased to be beneficial owners of more than five percent (5%) of the outstanding Common Stock of the Issuer on August 29, 2016.
Item 7. Materials to be Filed as Exhibits.
Exhibit |
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1 |
| Joint Filing Agreement dated August 30, 2016 by and among the Reporting Persons |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: August 30, 2016 |
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| NOVARTIS AG | |
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| By: | /s/ Christian Rehm |
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| Name: Christian Rehm |
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| Title: Authorized Signatory |
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| By: | /s/ Katja Roth Pellanda |
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| Name: Katja Roth Pellanda |
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| Title: Authorized Signatory |
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| NOVARTIS PHARMA AG | |
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| By: | /s/ Jean-Baptiste Emery |
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| Name: Jean-Baptiste Emery |
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| Title: Authorized Signatory |
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| By: | /s/ Felix Eichhorn |
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| Name: Felix Eichhorn |
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| Title: Authorized Signatory |
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS PHARMA AG
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.
Name |
| Relationship to |
| Present Principal Occupation |
| Citizenship |
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Joseph Jimenez |
| Member of the Executive Committee; Chief Executive Officer |
| Member of the Executive Committee; Chief Executive Officer |
| American |
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Steven Baert |
| Member of the Executive Committee; Head of Human Resources |
| Member of the Executive Committee; Head of Human Resources |
| Belgian |
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F. Michael (Mike) Ball |
| Member of the Executive Committee; CEO, Alcon |
| Member of the Executive Committee; CEO, Alcon; 6201 South Freeway, Fort Worth, TX 76134, USA |
| American |
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James (Jay) Brader, M.D. |
| Member of the Executive Committee; President, Novartis Institutes for BioMedical Research |
| Member of the Executive Committee; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA |
| American |
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Felix R. Ehrat, Ph.D. |
| Member of the Executive Committee; Group General Counsel |
| Member of the Executive Committee; Group General Counsel |
| Swiss |
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Richard Francis |
| Member of the Executive Committee; CEO, Sandoz |
| Member of the Executive Committee; CEO, Sandoz |
| British |
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Paul Hudson |
| Member of the Executive Committee; CEO, Novartis Pharmaceuticals |
| Member of the Executive Committee; CEO, Novartis Pharmaceuticals |
| British |
Name |
| Relationship to |
| Present Principal Occupation |
| Citizenship |
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Harry Kirsch |
| Member of the Executive Committee; Chief Financial Officer |
| Member of the Executive Committee; Chief Financial Officer |
| German |
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Vasant (Vas) Narasimhan, M.D. |
| Member of the Executive Committee; Global Head Drug Development and Chief Medical Officer |
| Member of the Executive Committee; Global Head Drug Development and Chief Medical Officer |
| American |
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Bruno Strigini |
| Member of the Executive Committee; CEO, Novartis Oncology |
| Member of the Executive Committee; CEO, Novartis Oncology |
| French |
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André Wyss |
| Member of the Executive Committee; President, Novartis Operations, Country President for Switzerland |
| Member of the Executive Committee; President, Novartis Operations, Country President for Switzerland |
| Swiss |
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Joerg Reinhardt, Ph.D. |
| Chairman of the Board of Directors |
| Chairman of the Board of Directors |
| German |
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Enrico Vanni, Ph.D. |
| Vice Chairman of the Board of Directors |
| Independent Consultant |
| Swiss |
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Nancy C. Andrews, M.D., Ph.D. |
| Director |
| Dean of the Duke University School of Medicine and Vice Chancellor for Academic Affairs at Duke University |
| American |
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Dimitri Azar, M.D., MBA |
| Director |
| Dean of the College of Medicine and Professor of Ophthalmology, Bioengineering and Pharmacology at the University of Illinois |
| American |
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Ton Buechner |
| Director |
| CEO and Chairman of the executive board of AkzoNobel |
| Dutch |
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Srikant Datar, Ph.D. |
| Director |
| Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University |
| American |
Name |
| Relationship to |
| Present Principal Occupation |
| Citizenship |
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Elizabeth (Liz) Doherty |
| Director |
| Non-executive director and chairman of the audit committee of Dunelm Group plc; Member of the supervisory board and audit committee of Corbion NV |
| British |
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Ann Fudge |
| Director |
| Vice Chairman and Senior Independent Director of Unilever NV; Director of Northrop Grumman Corporation |
| American |
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Pierre Landolt, Ph.D. |
| Director |
| Chairman of the Sandoz Family Foundation |
| Swiss |
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Andreas von Planta, Ph.D. |
| Director |
| Board member of Helvetia Holding AG; Partner at Lenz & Staehelin |
| Swiss |
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Charles L. Sawyers, M.D. |
| Director |
| Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences; Investigator at the Howard Hughes Medical Institute |
| American |
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William T. Winters |
| Director |
| CEO and a board member of Standard Chartered |
| British |
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS PHARMA AG
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Pharma AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis Pharma AG and (ii) the business address of each director and executive officer of Novartis Pharma AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.
Name |
| Relationship to Novartis Pharma |
| Present Principal |
| Citizenship |
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Joerg Reinhardt, Ph.D. |
| President of the Board of Directors |
| Chairman of the Board of Directors of Novartis AG |
| German |
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Felix R. Ehrat, Ph.D. |
| Director |
| Member of the Novartis AG Executive Committee; General Counsel of Novartis AG |
| Swiss |
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Harry Kirsch |
| Director |
| Member of the Novartis AG Executive Committee; Chief Financial Officer of Novartis AG |
| German |
EXHIBIT INDEX
Exhibit |
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1 |
| Joint Filing Agreement dated August 30, 2016 by and among the Reporting Persons |
