Sulat James R Form 4 MOMENTA PHARMACEUTICALS / JAMES R SULAT ownership change

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^*

SULAT JAMES R

(Last) (First) (Middle)

C/O MOMENTA PHARMACEUTICALS, INC.

301 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(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	26,234	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 Mr. Sulat'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 5,734 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 Mr. Sulat'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	06/22/2018
	** 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.
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