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

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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^*

Westphal Christoph H

(Last)

(First)

(Middle)

C/O ALNYLAM PHARMACEUTICALS, INC

300 THIRD STREET

(Street)

CAMBRIDGE

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)
06/25/2004

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)
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		282,607	A	⁽⁴⁾	282,607	I	See Footnote⁽¹⁾
Common Stock	06/25/2004		C		7,338	A	⁽⁴⁾	7,338	I	See Footnote⁽²⁾
Common Stock	06/25/2004		C		4,454	A	⁽⁴⁾	4,454	I	See Footnote⁽³⁾
Common Stock	06/25/2004		C		719,943	A	⁽⁴⁾	1,002,550	I	See Footnote⁽¹⁾
Common Stock	06/25/2004		C		18,693	A	⁽⁴⁾	26,031	I	See Footnote⁽²⁾
Common Stock	06/25/2004		C		11,348	A	⁽⁴⁾	15,802	I	See Footnote⁽³⁾
Common Stock	06/25/2004		C		1,391,416	A	⁽⁴⁾	2,393,966	I	See Footnote⁽¹⁾
Common Stock	06/25/2004		C		36,128	A	⁽⁴⁾	62,159	I	See Footnote⁽²⁾
Common Stock	06/25/2004		C		21,932	A	⁽⁴⁾	37,734	I	See Footnote⁽³⁾
Common Stock	06/25/2004		C		1,561,944	A	⁽⁴⁾	3,955,910	I	See Footnote⁽¹⁾
Common Stock	06/25/2004		C		40,555	A	⁽⁴⁾	102,714	I	See Footnote⁽²⁾
Common Stock	06/25/2004		C		24,618	A	⁽⁴⁾	62,352	I	See Footnote⁽³⁾
Common Stock	06/25/2004		C		753,515	A	⁽⁴⁾	4,709,425	I	See Footnote⁽¹⁾
Common Stock	06/25/2004		C		19,564	A	⁽⁴⁾	122,278	I	See Footnote⁽²⁾
Common Stock	06/25/2004		C		11,875	A	⁽⁴⁾	74,227	I	See Footnote⁽³⁾
Common Stock	06/25/2004		P		153,591	A	$6.5	4,863,016	I	See Footnote⁽¹⁾
Common Stock	06/25/2004		P		3,988	A	$6.5	126,266	I	See Footnote⁽²⁾
Common Stock	06/25/2004		P		2,421	A	$6.5	76,648	I	See Footnote⁽³⁾

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 A Preferred Stock	⁽⁴⁾	06/25/2004		C			220,787	⁽⁵⁾	⁽⁶⁾	Common Stock	282,607	⁽⁴⁾	0	I	See Footnote⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	06/25/2004		C			5,733	⁽⁵⁾	⁽⁶⁾	Common Stock	7,338	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	06/25/2004		C			3,480	⁽⁵⁾	⁽⁶⁾	Common Stock	4,454	⁽⁴⁾	0	I	See Footnote⁽³⁾
Series A Prime Preferred Stock	⁽⁴⁾	06/25/2004		C			562,456	⁽⁵⁾	⁽⁶⁾	Common Stock	719,943	⁽⁴⁾	0	I	See Footnote⁽¹⁾
Series A Prime Preferred Stock	⁽⁴⁾	06/25/2004		C			14,604	⁽⁵⁾	⁽⁶⁾	Common Stock	18,693	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series A Prime Preferred Stock	⁽⁴⁾	06/25/2004		C			8,866	⁽⁵⁾	⁽⁶⁾	Common Stock	11,348	⁽⁴⁾	0	I	See Footnote⁽³⁾
Series A Double Prime Preferred Stock	⁽⁴⁾	06/25/2004		C			1,087,044	⁽⁵⁾	⁽⁶⁾	Common Stock	1,391,416	⁽⁴⁾	0	I	See Footnote⁽¹⁾
Series A Double Prime Preferred Stock	⁽⁴⁾	06/25/2004		C			28,255	⁽⁵⁾	⁽⁶⁾	Common Stock	36,128	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series A Double Prime Preferred Stock	⁽⁴⁾	06/25/2004		C			17,135	⁽⁵⁾	⁽⁶⁾	Common Stock	21,932	⁽⁴⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	06/25/2004		C			1,220,269	⁽⁵⁾	⁽⁶⁾	Common Stock	1,561,944	⁽⁴⁾	0	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	06/25/2004		C			31,684	⁽⁵⁾	⁽⁶⁾	Common Stock	40,555	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽⁴⁾	06/25/2004		C			19,233	⁽⁵⁾	⁽⁶⁾	Common Stock	24,618	⁽⁴⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁴⁾	06/25/2004		C			588,684	⁽⁵⁾	⁽⁶⁾	Common Stock	753,515	⁽⁴⁾	0	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽⁴⁾	06/25/2004		C			15,285	⁽⁵⁾	⁽⁶⁾	Common Stock	19,564	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/25/2004		C			9,278	⁽⁵⁾	⁽⁶⁾	Common Stock	11,875	⁽⁴⁾	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. These shares are owned directly by Polaris Venture Partners III, L.P. Christoph Westphal is a member of Polaris Venture Management Co. III, L.P., the General Partner of Polaris Venture Partners III, L.P. He disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

2. These shares are owned directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. Christoph Westphal is a member of Polaris Venture Management Co. III, LCC, the General Partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P. He disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

3. These shares are owned directly by Polaris Venture Partners Founders' Fund III, L.P. Christoph Westphal is a member of Polaris Venture Management Co. III, LCC, the General Partner of Polaris Venture Partners Founders' Fund III, L.P. He disclaims beneficial ownership of all such shares except to the extent of his proportionate pecuniary interest therein.

4. Each share of preferred stock automatically converted into 1.28 shares of common stock upon the closing of the issuer's initial public offering of common stock.

5. Immediately.

6. Not applicable.

Remarks:

Kevin Littlejohn has signed this document as Authorized Signatory. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.

	/s/ Kevin Littlejohn Attorney-in-Fact	07/01/2004
	** 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).
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