Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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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 * WHEELER CRAIG A	2. Issuer Name and Ticker or Trading Symbol MOMENTA PHARMACEUTICALS INC [ MNTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) C/O MOMENTA PHARMACEUTICALS, INC., 301 BINNEY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 9/10/2020
(Street) CAMBRIDGE, MA 02142 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	9/10/2020		G		190476	D	$0	389120 (1)	I	Craig Wheeler Revocable Trust
Common Stock	10/1/2020		D		8739 (1)	D	(2)	0	D
Common Stock	10/1/2020		D		36725	D	(2)	0	I	Craig A Wheeler 2016 Annuity
Common Stock	10/1/2020		D		48263	D	(2)	0	I	Craig A Wheeler 2018 Annuity Trust
Common Stock	10/1/2020		D		389120 (1)	D	(2)	0	I	Craig Wheeler Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	10/1/2020		D			11563	(3)	(3)	Common Stock	11563	(3)	0	D
Restricted Stock Units	(3)	10/1/2020		D			37032	(3)	(3)	Common Stock	37032	(3)	0	D
Restricted Stock Units	(3)	10/1/2020		D			100000	(3)	(3)	Common Stock	100000	(3)	0	D
Restricted Stock Units	(3)	10/1/2020		D			250500	(3)	(3)	Common Stock	250500	(3)	0	D
Stock Option (Right to Buy)	$17.96	10/1/2020		D			5567	(4)	2/18/2024	Common Stock	5567	(4)	0	D
Stock Option (Right to Buy)	$18.85	10/1/2020		D			15915	(4)	2/7/2027	Common Stock	15915	(4)	0	D
Stock Option (Right to Buy)	$16.30	10/1/2020		D			6134	(4)	2/12/2028	Common Stock	6134	(4)	0	D
Stock Option (Right to Buy)	$12.76	10/1/2020		D			7837	(4)	2/11/2029	Common Stock	7837	(4)	0	D
Stock Option (Right to Buy)	$31.87	10/1/2020		D			3137	(4)	2/7/2030	Common Stock	3137	(4)	0	D
Stock Option (Right to Buy)	$15.44	10/1/2020		D			7585	(4)	2/14/2022	Common Stock	7585	(4)	0	D
Stock Option (Right to Buy)	$15.44	10/1/2020		D			142415	(4)	2/14/2022	Common Stock	142415	(4)	0	D
Stock Option (Right to Buy)	$12.58	10/1/2020		D			7949	(4)	2/19/2023	Common Stock	7949	(4)	0	D
Stock Option (Right to Buy)	$12.58	10/1/2020		D			142051	(4)	2/19/2023	Common Stock	142051	(4)	0	D
Stock Option (Right to Buy)	$17.96	10/1/2020		D			134433	(4)	2/18/2024	Common Stock	134433	(4)	0	D
Stock Option (Right to Buy)	$13.02	10/1/2020		D			7681	(4)	2/18/2025	Common Stock	7681	(4)	0	D
Stock Option (Right to Buy)	$13.02	10/1/2020		D			132319	(4)	2/18/2025	Common Stock	132319	(4)	0	D
Stock Option (Right to Buy)	$10.83	10/1/2020		D			7875	(4)	2/9/2026	Common Stock	7875	(4)	0	D
Stock Option (Right to Buy)	$10.83	10/1/2020		D			118125	(4)	2/9/2026	Common Stock	118125	(4)	0	D
Stock Option (Right to Buy)	$18.85	10/1/2020		D			169085	(4)	2/7/2027	Common Stock	169085	(4)	0	D
Stock Option (Right to Buy)	$16.30	10/1/2020		D			191366	(4)	2/12/2028	Common Stock	191366	(4)	0	D
Stock Option (Right to Buy)	$12.76	10/1/2020		D			483163	(4)	2/11/2029	Common Stock	483163	(4)	0	D
Stock Option (Right to Buy)	$31.87	10/1/2020		D			196863	(4)	2/7/2030	Common Stock	196863	(4)	0	D

Explanation of Responses:
(1)	Reflects the transfer of 6,547 shares of Issuer common stock from the Reporting Person's direct holdings to the Craig Wheeler Revocable Trust.
(2)	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.
(3)	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.
(4)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHEELER CRAIG A C/O MOMENTA PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE, MA 02142	X		President & CEO

Signatures
/s/ R. Mark Chamberlin as attorney-in-fact		10/1/2020
**Signature of Reporting Person		Date