4//SEC Filing
WHEELER CRAIG A 4
Accession 0001179110-20-010050
CIK 0001235010other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 4:55 PM ET
Size
57.1 KB
Accession
0001179110-20-010050
Insider Transaction Report
Form 4
WHEELER CRAIG A
DirectorPresident
Transactions
- Gift
Common Stock
2020-09-10−190,476→ 389,120 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−5,567→ 0 totalExercise: $17.96Exp: 2024-02-18→ Common Stock (5,567 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−15,915→ 0 totalExercise: $18.85Exp: 2027-02-07→ Common Stock (15,915 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−169,085→ 0 totalExercise: $18.85Exp: 2027-02-07→ Common Stock (169,085 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−191,366→ 0 totalExercise: $16.30Exp: 2028-02-12→ Common Stock (191,366 underlying) - Disposition to Issuer
Common Stock
2020-10-01−389,120→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2020-10-01−100,000→ 0 total→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−6,134→ 0 totalExercise: $16.30Exp: 2028-02-12→ Common Stock (6,134 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−134,433→ 0 totalExercise: $17.96Exp: 2024-02-18→ Common Stock (134,433 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−7,681→ 0 totalExercise: $13.02Exp: 2025-02-18→ Common Stock (7,681 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−7,875→ 0 totalExercise: $10.83Exp: 2026-02-09→ Common Stock (7,875 underlying) - Disposition to Issuer
Common Stock
2020-10-01−8,739→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−3,137→ 0 totalExercise: $31.87Exp: 2030-02-07→ Common Stock (3,137 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−142,415→ 0 totalExercise: $15.44Exp: 2022-02-14→ Common Stock (142,415 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−7,949→ 0 totalExercise: $12.58Exp: 2023-02-19→ Common Stock (7,949 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−132,319→ 0 totalExercise: $13.02Exp: 2025-02-18→ Common Stock (132,319 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−196,863→ 0 totalExercise: $31.87Exp: 2030-02-07→ Common Stock (196,863 underlying) - Disposition to Issuer
Common Stock
2020-10-01−36,725→ 0 total(indirect: Craig A Wheeler 2016 Annuity) - Disposition to Issuer
Restricted Stock Units
2020-10-01−11,563→ 0 total→ Common Stock (11,563 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−142,051→ 0 totalExercise: $12.58Exp: 2023-02-19→ Common Stock (142,051 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−483,163→ 0 totalExercise: $12.76Exp: 2029-02-11→ Common Stock (483,163 underlying) - Disposition to Issuer
Common Stock
2020-10-01−48,263→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2020-10-01−37,032→ 0 total→ Common Stock (37,032 underlying) - Disposition to Issuer
Restricted Stock Units
2020-10-01−250,500→ 0 total→ Common Stock (250,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−7,837→ 0 totalExercise: $12.76Exp: 2029-02-11→ Common Stock (7,837 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−7,585→ 0 totalExercise: $15.44Exp: 2022-02-14→ Common Stock (7,585 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-10-01−118,125→ 0 totalExercise: $10.83Exp: 2026-02-09→ Common Stock (118,125 underlying)
Footnotes (4)
- [F1]Reflects the transfer of 6,547 shares of Issuer common stock from the Reporting Person's direct holdings to the Craig Wheeler Revocable Trust.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
MOMENTA PHARMACEUTICALS INC
CIK 0001235010
Entity typeother
Related Parties
1- filerCIK 0001229450
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 4:55 PM ET
- Size
- 57.1 KB