0001179110-20-010060.txt : 20201001
0001179110-20-010060.hdr.sgml : 20201001
20201001171258
ACCESSION NUMBER: 0001179110-20-010060
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: GEMAYEL GEORGES
CENTRAL INDEX KEY: 0001256088
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50797
FILM NUMBER: 201217031
MAIL ADDRESS:
STREET 1: 550 HILLS DRIVE
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
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
0001256088
GEMAYEL GEORGES
C/O MOMENTA PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE
MA
02142
1
0
0
0
Common Stock
2020-10-01
4
D
0
14090
D
0
D
Stock Option (Right to Buy)
14.84
2020-10-01
4
D
0
10000
D
2026-01-01
Common Stock
10000
0
D
Stock Option (Right to Buy)
17.20
2020-10-01
4
D
0
11207
D
2027-06-20
Common Stock
11207
0
D
Stock Option (Right to Buy)
22.30
2020-10-01
4
D
0
8855
D
2028-06-20
Common Stock
8855
0
D
Stock Option (Right to Buy)
12.64
2020-10-01
4
D
0
25000
D
2029-06-19
Common Stock
25000
0
D
Stock Option (Right to Buy)
38.09
2020-10-01
4
D
0
25000
D
2030-06-23
Common Stock
25000
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 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