Momenta Pharmaceuticals, Inc. (MNTA)

[DewDiligence]

MNTA diluted share count for valuation purposes (67.2M):

The SEC filing for the new $75M ATM (http://www.sec.gov/Archives/edgar/data/1235010/000110465915029052/a15-9306_1424b5.htm ) shows 57.5M basic shares as of 3/31/15 and 7.9M options outstanding as of 3/31/15 with an average exercise price of $14.25. I include all of these options in my calculation (see note i) below), so the fully-diluted share count at 3/31/15 was 65.4M shares.

In the 1Q15 earnings release (see link in #msg-113313146), MNTA disclosed that 1.8M shares were sold during Apr 2015 under the old and new ATM facilities, which brings the fully-diluted share count as of 4/30/15 to 67.2M.

Note: i) I do not use the “treasury method” of calculating the diluted share count (which reduces the share count according to the price at which options are exercisable) because the straightforward method of counting all options without adjustment gives a more realistic view of the number of shares that would need to be cashed out in a buyout at a typical premium. ii) I exclude shares that have been reserved but not yet issued under the company’s equity incentive plans.