SC 13D/A 1 a16-16346_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 


 

Momenta Pharmaceuticals, Inc.

(Name of Issuer)

 

 


 

COMMON STOCK, Par Value $.0001 Per Share

(Title of Class of Securities)

 


 

60877T100

(CUSIP Number)

 


 

Dr. Christian Rehm

Novartis AG

Lichstrasse 35

CH 4056 Basel, Switzerland

+41 61 324 1111

 

With a copy to:

 

Derek Stoldt

Kaye Scholer LLP

250 West 55th Street

New York, NY 10019

+1 212 836 8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 


 

August 08, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   60877T100

 

 

1)

Name of Reporting Persons.
Novartis AG

 

 

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3)

SEC Use Only

 

 

4)

Source of Funds (See Instructions)
AF

 

 

5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6)

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7)

Sole Voting Power

 

8)

Shared Voting Power
4,449,946

 

9)

Sole Dispositive Power

 

10)

Shared Dispositive Power
4,449,946

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,449,946

 

 

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13)

Percent of Class Represented by Amount in Row (11)
6.29% *

 

 

14)

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 70,744,044 shares of Common Stock, par value $0.0001 per share, outstanding as of July 29, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed by the Issuer with the Securities and Exchange Commission on August 5, 2016.

 

2



 

CUSIP No.   60877T100

 

 

1)

Name of Reporting Persons.
Novartis Pharma AG

 

 

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3)

SEC Use Only

 

 

4)

Source of Funds (See Instructions)
WC

 

 

5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6)

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7)

Sole Voting Power

 

8)

Shared Voting Power
4,449,946

 

9)

Sole Dispositive Power

 

10)

Shared Dispositive Power
4,449,946

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,449,946

 

 

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13)

Percent of Class Represented by Amount in Row (11)
6.29% *

 

 

14)

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 70,744,044 shares of Common Stock, par value $0.0001 per share, outstanding as of July 29, 2016, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed by the Issuer with the Securities and Exchange Commission on August 5, 2016.

 

3



 

This Amendment No. 3 (this “Amendment”) amends the Schedule 13D initially filed with the Securities and Exchange Commission on August 4, 2006, as previously amended on September 6, 2006, and December 8, 2015 (the “Original Schedule 13D”) relating to shares of the common stock, par value $.0001 per share (the “Common Stock”), of Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). All information reported in the Original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment.  Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.

 

This Amendment is being filed by the Reporting Persons to report: (i) a decrease in the number and percentage of issued and outstanding shares of Common Stock beneficially owned by the Reporting Persons resulting from the sale of Common Stock of the Issuer by the Investor pursuant to the Sales Plan (as defined in Item 6); and (ii) certain changes in disclosure responsive to Items 4, 5 and 6 and Schedule I of the Original Schedule 13D, as set forth below.

 

Item 4.           Purpose of Transaction.

 

Item 4 of the Original 13D is hereby amended in its entirety as follows:

 

On August 8, 2016, the Reporting Persons entered into a Sales Plan (as defined in Item 6 below) pursuant to which the Investor has instructed the sale of the shares of Common Stock of the Issuer which it owns, subject to terms and conditions relating to, among other things, the price of such Common Stock.  The term of the Sales Plan ends on January 26, 2017.

 

Other than as described above, neither of the Reporting Persons have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. Each Reporting Person reserves the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by such Reporting Person.

 

Item 5.           Interest in Securities of the Issuer.

 

Items 5(a) – (c) of the Original 13D are amended and restated in their entirety to read as follows:

 

(a) - (b) The Investor is the record holder and beneficial owner of 4,449,946 shares of the Issuer’s Common Stock. As a result of the Investor’s holdings, Novartis is a beneficial owner of the Securities. Based on publicly available information, the Securities represent approximately 6.29% of the Issuer’s outstanding Common Stock and the Reporting Persons have shared power

 

4



 

to vote or direct the vote and shared power to dispose or to direct the disposition of the Securities.

 

Except as described in this Amendment, neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons identified in Schedule I hereto beneficially owns any additional shares of Common Stock.

 

(c)          Pursuant to the Sales Plan, the following transactions in the Issuer’s Common Stock were effected by the Investor:

 

Date

 

Type of Transaction

 

Number of Shares

 

Price Per Share ($)

 

 

 

 

 

 

 

August 8, 2016

 

Sold

 

95,000

 

12.23

August 9, 2016

 

Sold

 

65,733

 

12.18

August 10, 2016

 

Sold

 

98,000

 

12.06

 

Item 6.           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended by adding the following:

 

On August 8, 2016, the Reporting Persons entered into a 10b5-1 Sales Plan with Novartis International AG (the “Sales Plan”). Under the Sales Plan, beginning on August 8, 2016, and ending on January 26, 2017, Novartis International AG is instructed to sell the shares of Common Stock of the Issuer owned by the Investor, subject to terms and conditions relating to, among other things, the price of such Common Stock.

 

Item 7.           Materials to be Filed as Exhibits.

 

Exhibit

 

 

 

 

 

1

 

Joint Filing Agreement dated August 10, 2016 by and among the Reporting Persons

 

5



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE: August 10, 2016

 

 

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

 

By:

/s/ Christian Rehm

 

 

Name: Christian Rehm

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Katja Roth Pellanda

 

 

Name: Katja Roth Pellanda

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS PHARMA AG

 

 

 

 

 

 

By:

/s/ Christian Rehm

 

 

Name: Christian Rehm

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Katja Roth Pellanda

 

 

Name: Katja Roth Pellanda

 

 

Title: Authorized Signatory

 

6



 

Schedule I

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NOVARTIS AG AND NOVARTIS PHARMA AG

 

DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG

 

The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.

 

Name

 

Relationship to
Novartis AG

 

Present Principal Occupation

 

Citizenship

 

 

 

 

 

 

 

Joseph Jimenez

 

Member of the Executive Committee; Chief Executive Officer

 

Member of the Executive Committee; Chief Executive Officer

 

American

 

 

 

 

 

 

 

Steven Baert

 

Member of the Executive Committee; Head of Human Resources

 

Member of the Executive Committee; Head of Human Resources

 

Belgian

 

 

 

 

 

 

 

F. Michael (Mike) Ball

 

Member of the Executive Committee; CEO, Alcon

 

Member of the Executive Committee; CEO, Alcon; 6201 South Freeway, Fort Worth, TX 76134, USA

 

 American

 

 

 

 

 

 

 

James (Jay) Brader, M.D.

 

Member of the Executive Committee; President, Novartis Institutes for BioMedical Research

 

Member of the Executive Committee; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA

 

American

 

 

 

 

 

 

 

Felix R. Ehrat, Ph.D.

 

Member of the Executive Committee; Group General Counsel

 

Member of the Executive Committee; Group General Counsel

 

Swiss

 

 

 

 

 

 

 

Richard Francis

 

Member of the Executive Committee; CEO, Sandoz

 

Member of the Executive Committee; CEO, Sandoz

 

British

 

 

 

 

 

 

 

Paul Hudson

 

Member of the Executive Committee; CEO, Novartis Pharmaceuticals

 

Member of the Executive Committee; CEO, Novartis Pharmaceuticals

 

British

 



 

Name

 

Relationship to
Novartis AG

 

Present Principal Occupation

 

Citizenship

 

 

 

 

 

 

 

Harry Kirsch

 

Member of the Executive Committee; Chief Financial Officer

 

Member of the Executive Committee; Chief Financial Officer

 

German

 

 

 

 

 

 

 

Vasant (Vas) Narasimhan, M.D.

 

Member of the Executive Committee; Global Head Drug Development and Chief Medical Officer

 

Member of the Executive Committee; Global Head Drug Development and Chief Medical Officer

 

American

 

 

 

 

 

 

 

Bruno Strigini

 

Member of the Executive Committee; CEO, Novartis Oncology

 

Member of the Executive Committee; CEO, Novartis Oncology

 

French

 

 

 

 

 

 

 

André Wyss

 

Member of the Executive Committee; President, Novartis Operations, Country President for Switzerland

 

Member of the Executive Committee; President, Novartis Operations, Country President for Switzerland

 

Swiss

 

 

 

 

 

 

 

Joerg Reinhardt, Ph.D.

 

Chairman of the Board of Directors

 

Chairman of the Board of Directors

 

German

 

 

 

 

 

 

 

Enrico Vanni, Ph.D.

 

Vice Chairman of the Board of Directors

 

Independent Consultant

 

Swiss

 

 

 

 

 

 

 

Nancy C. Andrews, M.D., Ph.D.

 

Director

 

Dean of the Duke University School of Medicine and Vice Chancellor for Academic Affairs at Duke University

 

American

 

 

 

 

 

 

 

Dimitri Azar, M.D., MBA

 

Director

 

Dean of the College of Medicine and Professor of Ophthalmology, Bioengineering and Pharmacology at the University of Illinois

 

American

 

 

 

 

 

 

 

Ton Buechner

 

Director

 

CEO and Chairman of the executive board of AkzoNobel

 

Dutch

 

 

 

 

 

 

 

Srikant Datar, Ph.D.

 

Director

 

Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University

 

American

 



 

Name

 

Relationship to
Novartis AG

 

Present Principal Occupation

 

Citizenship

 

 

 

 

 

 

 

Elizabeth (Liz) Doherty

 

Director

 

Non-executive director and chairman of the audit committee of Dunelm Group plc; Member of the supervisory board and audit committee of Corbion NV

 

British

 

 

 

 

 

 

 

Ann Fudge

 

Director

 

Vice Chairman and Senior Independent Director of Unilever NV; Director of Northrop Grumman Corporation

 

American

 

 

 

 

 

 

 

Pierre Landolt, Ph.D.

 

Director

 

Chairman of the Sandoz Family Foundation

 

Swiss

 

 

 

 

 

 

 

Andreas von Planta, Ph.D.

 

Director

 

Board member of Helvetia Holding AG; Partner at Lenz & Staehelin

 

Swiss

 

 

 

 

 

 

 

Charles L. Sawyers, M.D.

 

Director

 

Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences; Investigator at the Howard Hughes Medical Institute

 

American

 

 

 

 

 

 

 

William T. Winters

 

Director

 

CEO and a board member of Standard Chartered

 

British

 



 

DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS PHARMA AG

 

The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Pharma AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis Pharma AG and (ii) the business address of each director and executive officer of Novartis Pharma AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.

 

Name

 

Relationship to Novartis Pharma
AG

 

Present Principal
Occupation

 

Citizenship

 

 

 

 

 

 

 

Joerg Reinhardt, Ph.D.

 

President of the Board of Directors

 

Chairman of the Board of Directors of Novartis AG

 

German

 

 

 

 

 

 

 

Felix R. Ehrat, Ph.D.

 

Director

 

Member of the Novartis AG Executive Committee; General Counsel of Novartis AG

 

Swiss

 

 

 

 

 

 

 

Harry Kirsch

 

Director

 

Member of the Novartis AG Executive Committee; Chief Financial Officer of Novartis AG

 

German

 



 

EXHIBIT INDEX

 

Exhibit

 

 

 

 

 

1

 

Joint Filing Agreement dated August 10, 2016 by and among the Reporting Persons