0001179110-20-010057.txt : 20201001 0001179110-20-010057.hdr.sgml : 20201001 20201001170730 ACCESSION NUMBER: 0001179110-20-010057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201001 DATE AS OF CHANGE: 20201001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Manning Anthony M. CENTRAL INDEX KEY: 0001716468 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50797 FILM NUMBER: 201216986 MAIL ADDRESS: STREET 1: C/O PALATIN TECHNOLOGIES, INC. STREET 2: 4B CEDAR BROOK DRIVE CITY: CRANBURY STATE: NJ ZIP: 08512 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001235010 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043561634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 491-9700 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 edgar.xml FORM 4 - X0306 4 2020-10-01 1 0001235010 MOMENTA PHARMACEUTICALS INC MNTA 0001716468 Manning Anthony M. C/O MOMENTA PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE MA 02142 0 1 0 0 Chief Scientific Officer Common Stock 2020-10-01 4 D 0 12778 D 0 D Restricted Stock Units 2020-10-01 4 D 0 45000 D Common Stock 45000 0 D Restricted Stock Units 2020-10-01 4 D 0 1500 D Common Stock 1500 0 D Restricted Stock Units 2020-10-01 4 D 0 31500 D Common Stock 31500 0 D Restricted Stock Units 2020-10-01 4 D 0 45000 D Common Stock 45000 0 D Stock Option (Right to Buy) 18.85 2020-10-01 4 D 0 13258 D 2027-02-07 Common Stock 13258 0 D Stock Option (Right to Buy) 12.76 2020-10-01 4 D 0 20082 D 2029-02-11 Common Stock 20082 0 D Stock Option (Right to Buy) 31.87 2020-10-01 4 D 0 3622 D 2030-02-07 Common Stock 3622 0 D Stock Option (Right to Buy) 13.02 2020-10-01 4 D 0 5841 D 2025-02-18 Common Stock 5841 0 D Stock Option (Right to Buy) 13.02 2020-10-01 4 D 0 73 D 2025-02-18 Common Stock 73 0 D Stock Option (Right to Buy) 10.83 2020-10-01 4 D 0 3751 D 2026-02-09 Common Stock 3751 0 D Stock Option (Right to Buy) 10.83 2020-10-01 4 D 0 1499 D 2026-02-09 Common Stock 1499 0 D Stock Option (Right to Buy) 18.85 2020-10-01 4 D 0 3242 D 2027-02-07 Common Stock 3242 0 D Stock Option (Right to Buy) 12.76 2020-10-01 4 D 0 52793 D 2029-02-11 Common Stock 52793 0 D Stock Option (Right to Buy) 31.87 2020-10-01 4 D 0 86378 D 2030-02-07 Common Stock 86378 0 D Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 19, 2020 (the "Merger Agreement"), by and among Johnson & Johnson, Vigor Sub, Inc. ("Merger Sub") and the Issuer, including the completion of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $52.50 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on October 1, 2020. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. Reflects disposition of Issuer restricted stock units in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer restricted stock unit held by the Reporting Person became vested in full and, as of the Effective Time, was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer restricted stock unit immediately prior to the Effective Time by (y) the Offer Price. Reflects disposition of options to acquire shares of Issuer common stock (each, an "Issuer Option") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer Option held by the Reporting Person became vested in full and, as of the Effective Time, was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer Option immediately prior to the Effective Time by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Issuer Option. /s/ R. Mark Chamberlin as attorney in fact 2020-10-01