Manning Anthony M. Form 3 MOMENTA PHARMACEUTICALS / Anthony M. Manning ownership change

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^*

Manning Anthony M.

(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 Scientific 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	62,406	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)	02/19/2023	Common Stock	28,437	12.58	D
Stock Options (right to buy)	(2)	02/18/2024	Common Stock	21,614	17.96	D
Stock Options (right to buy)	(3)	02/18/2025	Common Stock	22,172	13.02	D
Stock Options (right to buy)	(4)	02/09/2026	Common Stock	12,000	10.83	D
Stock Options (right to buy)	(5)	02/07/2027	Common Stock	24,000	18.85	D
Restricted Stock Units	(6)	(6)	Common Stock	7,500	(8)	D
Restricted Stock Units	(7)	(7)	Common Stock	50,000	(8)	D

Explanation of Responses:

1. 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 19, 2013, and the remainder will vest in equal quarterly installments over the subsequent three years.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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).
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