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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BELTRAMELLO JO ANN
2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2018
3. Issuer Name and Ticker or Trading Symbol
MOMENTA PHARMACEUTICALS INC [MNTA]
(Last)
(First)
(Middle)
301 BINNEY ST, 5TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief HR and Inf. Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CAMBRIDGE, MA 02142
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 135,038
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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 Options (right to buy)   (1) 02/25/2019 Common Stock 8,377 $ 10.43 D  
Stock Options (right to buy)   (2) 02/18/2020 Common Stock 14,781 $ 15.37 D  
Stock Options (right to buy)   (3) 02/22/2021 Common Stock 25,495 $ 13.26 D  
Stock Options (right to buy)   (4) 02/14/2022 Common Stock 26,183 $ 15.44 D  
Stock Options (right to buy)   (5) 02/19/2023 Common Stock 30,800 $ 12.58 D  
Stock Options (right to buy)   (6) 02/18/2024 Common Stock 40,504 $ 17.96 D  
Stock Options (right to buy)   (7) 02/18/2025 Common Stock 43,384 $ 13.02 D  
Stock Options (right to buy)   (8) 02/09/2026 Common Stock 37,800 $ 10.83 D  
Stock Options (right to buy)   (9) 02/07/2027 Common Stock 43,050 $ 18.85 D  
Restricted Stock Units   (10)   (10) Common Stock 13,453 $ (12) D  
Restricted Stock Units   (11)   (11) Common Stock 55,000 $ (12) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BELTRAMELLO JO ANN
301 BINNEY ST, 5TH FLOOR
CAMBRIDGE, MA 02142
      Chief HR and Inf. Officer  

Signatures

/s/ R. Mark Chamberlin as attorney in fact 10/11/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Subject to the officer's continued service with the company, the stock options granted on February 25, 2009 will vest in equal quarterly installments over the four year vesting period.
(2) Subject to the officer's continued service with the company, the stock options granted on February 18, 2010 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 22, 2011 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 14, 2012 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 19, 2013 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 granted on February 18, 2014 will vest in equal quarterly installments over the four year vesting period.
(7) 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.
(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 9, 2016, 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 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.
(10) 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.
(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.
(12) Each Restricted Stock Unit represents a contingent right to receive one share of MNTA common stock.

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