SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ATLAS VENTURE FUND V LP

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2004		C		1,163,688	A	$0	1,202,263	D⁽¹⁾
Common Stock	06/25/2004		C		144,548	A	$0	149,339	D⁽²⁾
Common Stock	06/25/2004		C		144,548	A	$0	149,339	D⁽³⁾
Common Stock	06/25/2004		C		19,368	A	$0	20,010	D⁽⁴⁾
Common Stock	06/25/2004		C		2,105,305	A	$0	2,175,094	D⁽⁵⁾
Common Stock	06/25/2004		C		64,381	A	$0	66,515	D⁽⁶⁾
Common Stock	06/25/2004		C		38,549	A	$0	39,827	D⁽⁷⁾
Common Stock	06/25/2004		C		1,472,152	A	$0	1,520,951	I	See footnote⁽⁸⁾
Common Stock	06/25/2004		C		2,208,235	A	$0	2,281,436	I	See footnote⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			763,670	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	977,497	$0	0	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			94,860	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	121,420	$0	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			94,860	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	121,420	$0	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			12,712	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	16,271	$0	0	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			1,381,604	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,768,453	$0	0	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			42,250	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	54,080	$0	0	I	See footnote⁽⁶⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			25,298	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	32,381	$0	0	I	See footnote⁽⁷⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			145,462	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	186,191	$0	0	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			18,069	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	23,128	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			18,069	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	23,128	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			2,420	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,097	$0	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			263,166	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	336,852	$0	0	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			8,048	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,301	$0	0	I	See footnote⁽⁶⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			4,819	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,168	$0	0	I	See footnote⁽⁷⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			996,102	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,236,608	$0	0	I	See footnote⁽⁸⁾
Series B Preferred Stock	⁽¹⁰⁾	06/25/2004		C			1,449,152	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,854,914	$0	0	I	See footnote⁽⁹⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			184,020	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	235,544	$0	0	I	See footnote⁽⁸⁾
Series C Preferred Stock	⁽¹⁰⁾	06/25/2004		C			276,033	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	353,321	$0	0	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

ATLAS VENTURE FUND V LP

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ENTREPRENEURS FUND V LP

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ENTREPRENEURS FUND VI LP

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Atlas Venture Fund VI GmbH & Co KG

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE FUND VI LP

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE PARALLEL FUND V-A C V

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE PARALLEL FUND V-B C V

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ASSOCIATES V LP

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Atlas Venture Associates VI, Inc

(Last)

(First)

(Middle)

C/O ATLAS VENTURE

890 WINTER ST. SUITE 320

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Atlas Venture Fund V, L.P.

2. These shares are owned directly by Atlas Venture Parallel Fund V-A, CV

3. These shares are owned directly by Atlas Venture Parallel Fund V-B, CV

4. These shares are owned directly by Atlas Venture Entrepreneurs' Fund V, L.P.

5. These shares are owned directly by Atlas Venture Fund VI, L.P.

6. These shares are owned directly by Atlas Venture Entrepreneurs' Fund VI, L.P.

7. These shares are owned directly by Atlas Venture Fund VI GmbH & Co. KG.

8. These shares are owned directly by Atlas Venture Fund V, L.P., Atlas Venture Parallel Fund V-A, C.V., Atlas Venture Parallel Fund V-B, C.V. and Atlas Venture Entrepreneurs' Fund V, L.P., each of which Atlas Venture Associates V, L.P. is the General Partner. Atlas Venture Associates V, L.P. disclaims beneficial ownership as to such shares except to the extent of its proportionate pecuniary interest therein.

9. These shares are owned directly by Atlas Venture Fund VI, L.P., Atlas Venture Entrepreneurs' Fund VI, L.P. and Atlas Venture Fund VI GmbH and Co. K.G., each of which Atlas Venture Associates VI, L.P. is the General Partner, Atlas Venture Associates VI, L.P. disclaims beneficial ownership as to such shares except to the extent of its proportionate pecuniary interest therein.

10. Each share of Series B and C Preferred Stock automatically converted into 1.8 shares of common stock upon the closing of the issuer's initial public offering of common stock.

	Atlas Venture Fund V LP	06/29/2004
	Atlas Venture Entrepreneurs Fund V LP	06/29/2004
	Atlas Venture Entrepreneurs Fund VI LP	06/29/2004
	Atlas Venture Fund VI GmbH & Co KG	06/29/2004
	Atlas Venture Fund VI LP	06/29/2004
	Atlas Venture Parallel Fund V-A CV	06/29/2004
	Atlas Venture Parallel Fund V-B CV	06/29/2004
	Atlas Venture Associates V LP	06/29/2004
	Atlas Venture Associates VI LP	06/29/2004
	/s/ Jeanne Larkin Henry (Vice-President)	06/29/2004
	** 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.