SEC Form 4 · accession 0001179110-19-001832
MOMENTA PHARMACEUTICALS INC · MNTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig A Wheeler
Officer — President & CEO · Director
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 4:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001235010
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 12, 2019 | S | 1,773 | $12.84 | D | 181,800 | D | |
| Common StockF4 | Feb 12, 2019 | M | 24,687 | — | A | 206,487 | D | |
| Common StockF6 | Feb 13, 2019 | S | 11,110 | $12.93 | D | 195,377 | D | |
| Common Stock | holding | — | — | — | 304,402 | I | Craig Wheeler Revocable Trust | |
| Common Stock | holding | — | — | — | 36,725 | I | Craig A Wheeler 2016 Annuity Trust | |
| Common Stock | holding | — | — | — | 60,000 | I | Craig A Wheeler 2018 Annuity Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7,F8 | $12.76 | Feb 11, 2019 | A | 491,000 | A | — | Feb 11, 2029 | Common Stock | 491,000 | 491,000 | D |
| Restricted Stock UnitsF4,F9 | — | Feb 12, 2019 | M | 24,687 | D | — | — | Common Stock | 24,687 | 74,063 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person June 13, 2016.
- F2This transaction was executed in multiple trades at prices ranging from $12.75 to $12.94. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3Shares received pursuant to settlement of Restricted Stock Units that were granted on February 12, 2018.
- F4Restricted Stock Units convert into common stock on a one-for-one basis.
- F5This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person November 16, 2018.
- F6This transaction was executed in multiple trades at prices ranging from $12.66 to $13.26. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F7Represents options granted by the issuer pursuant to the issuer's 2013 Incentive Award Plan, as amended and restated.
- F8The stock option will vest and become exercisable with respect to 122,750 shares on the first anniversary of the grant date, and the remainder will vest in equal quarterly installments over the subsequent three years. All vesting is subject to Craig Wheeler's continued service to the Company through the applicable vesting date.
- F9Subject to the officer's continued employment with the company, the restricted stock units will vest with respect to 25% of the shares on the first anniversary of the grant date, and the remainder will vest in equal quarterly installments over the subsequent three years.