FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KWON YOUNG

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/7/2018 

3. Issuer Name and Ticker or Trading Symbol

MOMENTA PHARMACEUTICALS INC [MNTA]

(Last)        (First)        (Middle)

C/O MOMENTA PHARMACEUTICALS, INC., 675 WEST KENDALL STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Corporate Development /

(Street)

CAMBRIDGE, MA 02142       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   142411   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (1) 2/22/2021   Common Stock   62000   $13.26   D    
Stock Option (Right to Buy)     (2) 2/14/2022   Common Stock   30000   $15.44   D    
Stock Option (Right to Buy)     (3) 2/19/2023   Common Stock   30800   $12.58   D    
Stock Option (Right to Buy)     (4) 2/18/2024   Common Stock   38575   $17.96   D    
Stock Option (Right to Buy)     (5) 2/18/2025   Common Stock   37725   $13.02   D    
Stock Option (Right to Buy)     (6) 8/11/2025   Common Stock   20000   $21.56   D    
Stock Option (Right to Buy)     (7) 2/9/2026   Common Stock   37800   $10.83   D    
Stock Option (Right to Buy)     (8) 2/7/2027   Common Stock   45100   $18.85   D    
Restricted Stock Units     (9)   (9) Common Stock   16913     (10) D    
Restricted Stock Units     (11)   (11) Common Stock   55000     (10) D    

Explanation of Responses:
(1)  Subject to the officer's continued service with the company, the stock options will vest with respect to 25% of the shares on the first anniversary of February 22, 2011, and the remainder will vest in equal quarterly installments over the subsequent three years.
(2)  Subject to the officer's continued service with the company, the stock options granted on February 14, 2012 will vest in equal quarterly installments over the four year vesting period.
(3)  Subject to the officer's continued service with the company, the stock options granted on February 19, 2013 will vest in equal quarterly installments over the four year vesting period.
(4)  Subject to the officer's continued service with the company, the stock options granted on February 18, 2014 will vest in equal quarterly installments over the four year vesting period.
(5)  Subject to the officer's continued service with the company, the stock options granted on February 18, 2015 will vest in equal quarterly installments over the four year vesting period.
(6)  Subject to the officer's continued service with the company, the stock options will vest with respect to 25% of the shares on the first anniversary of August 11, 2015, and the remainder will vest in equal quarterly installments over the subsequent three years.
(7)  Subject to the officer's continued service with the company, the stock options will vest with respect to 25% of the shares on the first anniversary of February 9, 2016, and the remainder will vest in equal quarterly installments over the subsequent three years.
(8)  Subject to the officer's continued service with the company, the stock options will vest with respect to 25% of the shares on the first anniversary of February 7, 2017, and the remainder will vest in equal quarterly installments over the subsequent three years.
(9)  Subject to the officer's continued service with the company, the restricted stock units will vest with respect to 25% of the shares on the first anniversary of February 7, 2017, and the remainder will vest in equal quarterly installments over the subsequent three years.
(10)  Each Restricted Stock Unit represents a contingent right to receive one share of MNTA common stock.
(11)  Subject to the officer's continued service with the company, the restricted stock units will vest with respect to 50% of the shares on the first anniversary of February 12, 2018, and the remaining 50% will vest on the second anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KWON YOUNG
C/O MOMENTA PHARMACEUTICALS, INC.
675 WEST KENDALL STREET
CAMBRIDGE, MA 02142


SVP, Corporate Development

Signatures
/s/ Marie T. Washburn as attorney in fact 3/12/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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