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