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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC [ MNTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/27/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 06/27/2005 | J(1) | 2,879,734 | D | (3) | 1,743,132 | I(4) | by Polaris Venture Partners III, L.P. | ||
Common Stock | 06/27/2005 | J(2) | 74,840 | D | (3) | 45,301 | I(4) | by Polaris Venture Partners Entrepreneurs' Fund III, L.P. | ||
Common Stock | 06/27/2005 | J(5) | 45,426 | D | (3) | 27,497 | I(4) | by Polaris Venture Partners Founders' Fund III, L.P. | ||
Common Stock | 06/27/2005 | J(5) | 450 | A | (3) | 1,816,380 | D(4) | |||
Common Stock | 06/27/2005 | J(5) | 365(6) | A | (3) | 1,816,745 | D(4) | |||
Common Stock | 06/27/2005 | J(2) | 369(7) | A | (3) | 1,816,749 | D(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Pro-rata distribution in kind without consideration to the general and limited partners of Polaris Venture Partners III, L.P. , a partnership ("PVP III") of which the Designated Filer, Polaris Venture Management Co. III, L.L.C. ("PVM III"), is the general partner. PVM III disclaims beneficial ownership of shares held by PVP III except to the extent of any pecuniary interest therein. |
2. Pro-rata distribution in kind without consideration to the general and limited partners of Polaris Venture Partners Entrepreneurs' Fund III, L.P., a partnership ("PVPEF III") of which the Designated Filer, PVM III, is the general partner. PVM III disclaims beneficial ownership of shares held by PVPEF III except to the extent of any pecuniary interest therein. |
3. N/A |
4. Jonathan A. Flint, Terrance G. McGuire, Alan G. Spoon and Stephen D. Arnold, the managing members of the Designated Filer, PVM III, may be deemed to share voting and dispositive power over shares held by PVM III. Such persons disclaim beneficial ownership of shares held by PVM III except to the extent of any indirect pecuniary interest therein. |
5. Pro-rata distribution in kind without consideration to the general and limited partners of Polaris Venture Partners Founders' Fund III, L.P., a partnership ("PVPFF III") of which PVM III is the general partner. PVM III disclaims beneficial ownership of shares held by PVPFF III except to the extent of any pecuniary interest therein. |
6. These shares are owned directly by Stephen D. Arnold. |
7. These shares are owned directly by Jonathan A. Flint. |
/s/ Kevin Littlejohn, Authorized Signatory | 06/29/2005 | |
** 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. | ||
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 Number. |