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Form SC 13D/A MOMENTA PHARMACEUTICALS Filed by: NOVARTIS AG

December 8, 2015 4:06 PM EST

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 


 

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:

 

G. Scott Lesmes

Morrison & Foerster LLP

2000 Pennsylvania Avenue NW, Suite 6000

Washington, D.C. 20006

+1 202 887 1500

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

 


 

October 30, 2015

(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
4,708,679

 

9)

Sole Dispositive Power

 

10)

Shared Dispositive Power
4,708,679

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,708,679

 

 

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)
6.82% *

 

 

14)

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 68,997,260 shares of Common Stock, par value $0.0001 per share, outstanding as of October 30, 2015, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, filed by the Issuer with the Securities and Exchange Commission on November 6, 2015.

 

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
4,708,679

 

9)

Sole Dispositive Power

 

10)

Shared Dispositive Power
4,708,679

 

 

11)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,708,679

 

 

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)
6.82% *

 

 

14)

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 68,997,260 shares of Common Stock, par value $0.0001 per share, outstanding as of October 30, 2015, as reported by the Issuer on its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, filed by the Issuer with the Securities and Exchange Commission on November 6, 2015.

 

3



 

This Amendment No. 2 (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 (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 percentage of outstanding Common Stock beneficially owned by the Reporting Persons resulting solely from an increase in the number of Common Stock of the Issuer issued and outstanding; (ii) certain changes in disclosure responsive to Item 2 of the Original Schedule 13D, as set forth below; (iii) certain changes in disclosure responsive to Item 5 of the Original Schedule 13D, as set forth below; and (iv) changes to the executive officers and directors of the Reporting Persons, as set forth in Schedule I hereto.

 

Item 2.           Security and Issuer.

 

Items 2(a) - (c) and (f) of the Original 13D are amended and restated in their entirety to read as follows:

 

(a) - (c); (f)   Novartis Pharma AG (the “Investor”) is a corporation organized under the laws of Switzerland and is a wholly-owned subsidiary of Novartis AG.  The Investor is principally engaged in the research and development, production and worldwide marketing of pharmaceuticals.

 

Novartis AG (“Novartis”) is a corporation organized under the laws of Switzerland and is the publicly owned parent of a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of healthcare products, led by innovative pharmaceuticals. Novartis is the 100% owner of the Investor.

 

Novartis and the Investor are collectively referred to herein as the “Reporting Persons”.

 

The name, function, business address, citizenship and present principal occupation of the executive officers and members of the Board of Directors of the Reporting Persons is set forth on Schedule I hereto and incorporated herein by reference.

 

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:

 

4



 

(a) - (c) The Investor is the record holder and beneficial owner of 4,708,679 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 6.82% of the Issuer’s outstanding Common Stock and the Reporting Persons have shared power 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 (i) beneficially owns any additional shares of Common Stock or (ii) has effected any transactions in the shares of Common Stock in the past sixty days.

 

Item 7.           Materials to be Filed as Exhibits.

 

Exhibit

 

 

 

 

 

1

 

Joint Filing Agreement dated December 8, 2015 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: December 8, 2015

 

 

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

 

By:

/s/ Felix Eichhorn

 

 

Name: Felix Eichhorn

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Christian Rehm

 

 

Name: Christian Rehm

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS PHARMA AG

 

 

 

 

 

 

By:

/s/ Felix Senn

 

 

Name: Felix Senn

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Jean-Baptiste Emery

 

 

Name: Jean-Baptiste Emery

 

 

Title: Authorized Signatory

 

6



 

Schedule I

 

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

 

 

 

 

 

 

 

Felix R. Ehrat, Ph.D.

 

Member of the Executive Committee; General Counsel

 

Member of the Executive Committee; General Counsel

 

Swiss

 

 

 

 

 

 

 

David Epstein

 

Member of the Executive Committee; Head of Novartis Pharmaceuticals Division

 

Member of the Executive Committee; Head of Novartis Pharmaceuticals Division

 

American

 

 

 

 

 

 

 

Mark C. Fishman, M.D.

 

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

 

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

 

American

 

 

 

 

 

 

 

Richard Francis

 

Member of the Executive Committee; Head of Sandoz Division

 

Member of the Executive Committee; Head of Sandoz Division

 

British

 

 

 

 

 

 

 

Jeff George

 

Member of the Executive Committee; Head of Alcon Division

 

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

 

 American

 



 

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

 

 

 

 

 

 

 

André Wyss

 

Member of the Executive Committee; Head of Novartis Business Services

 

Member of the Executive Committee; Global Head of Novartis Business Services

 

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

 

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

 

 

 

 

 

 

 

Verena A. Briner, M.D.

 

Director

 

Professor of internal medicine at the University of Basel and Chief Medical Officer; Head of the Department of Medicine at the Lucerne Cantonal Hospital

 

Swiss

 

 

 

 

 

 

 

Srikant Datar, Ph.D.

 

Director

 

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

 

American

 

 

 

 

 

 

 

Ann Fudge

 

Director

 

Member of the Board of Unilever NV

 

American

 

 

 

 

 

 

 

Pierre Landolt, Ph.D.

 

Director

 

Chairman of the Sandoz Family Foundation

 

Swiss

 

 

 

 

 

 

 

Andreas von Planta, Ph.D.

 

Director

 

Partner at Lenz & Staehelin

 

Swiss

 



 

Name

 

Relationship to
Novartis AG

 

Present Principal Occupation

 

Citizenship

 

 

 

 

 

 

 

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

 

American

 

 

 

 

 

 

 

William T. Winters

 

Director

 

Chairman and CEO of Renshaw Bay, an alternative asset management and advisory company based in London

 

British

 



 

DIRECTORS OF NOVARTIS PHARMA AG

 

The name, function, citizenship and present principal occupation or employment of each of the directors 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 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 December 8, 2015 by and among the Reporting Persons

 


Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.0001 per share, of Momenta Pharmaceuticals, Inc., a Delaware corporation.

 

DATE: December 8, 2015

 

 

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

 

By:

/s/ Felix Eichhorn

 

 

Name: Felix Eichhorn

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Christian Rehm

 

 

Name: Christian Rehm

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS PHARMA AG

 

 

 

 

 

 

By:

/s/ Felix Senn

 

 

Name: Felix Senn

 

 

Title: Authorized Signatory

 

 

 

 

By:

/s/ Jean-Baptiste Emery

 

 

Name: Jean-Baptiste Emery

 

 

Title: Authorized Signatory

 




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