0001104659-24-004547.txt : 20240117 0001104659-24-004547.hdr.sgml : 20240117 20240117171956 ACCESSION NUMBER: 0001104659-24-004547 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240113 FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lowinger Timothy B CENTRAL INDEX KEY: 0001709775 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38129 FILM NUMBER: 24539350 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mersana Therapeutics, Inc. CENTRAL INDEX KEY: 0001442836 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-498-0020 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: MERSANA THERAPEUTICS INC DATE OF NAME CHANGE: 20080813 4 1 tm243529-5_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-01-13 0 0001442836 Mersana Therapeutics, Inc. MRSN 0001709775 Lowinger Timothy B C/O MERSANA THERAPEUTICS, INC. 840 MEMORIAL DRIVE CAMBRIDGE MA 02139 0 1 0 0 SVP, Chief Sci.&Tech. Officer 1 Common Stock 2024-01-13 4 M 0 9375 0 A 189738 D Common Stock 2024-01-14 4 M 0 4792 0 A 194530 D Common Stock 2024-01-15 4 M 0 7292 0 A 201822 D Common Stock 2024-01-15 4 M 0 7916 0 A 209738 D Common Stock 2024-01-16 4 S 0 10409 2.71 D 199329 D Restricted Stock Unit 2024-01-13 4 M 0 9375 0 D Common Stock 9375 28125 D Restricted Stock Unit 2024-01-14 4 M 0 4792 0 D Common Stock 4792 9583 D Restricted Stock Unit 2024-01-15 4 M 0 7292 0 D Common Stock 7292 7291 D Restricted Stock Unit 2024-01-15 4 M 0 7916 0 D Common Stock 7916 0 D Stock Option (Right to Buy) 3.02 2024-01-15 4 A 0 225000 0 A 2034-01-14 Common Stock 225000 225000 D Restricted Stock Unit 2024-01-15 4 A 0 50000 0 A Common Stock 50000 50000 D Represents shares of common stock received upon vesting of a portion of the restricted stock units ("RSUs") awarded to the Reporting Person on January 13, 2023. Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 14, 2022. Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021. Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2020. Represents the sale of shares of common stock to satisfy the Reporting Person's tax withholding obligations in connection with the service-based vesting and settlement of the RSUs pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 10, 2023. The sale was effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the Reporting Person. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $2.70 to $2.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Each RSU represents the contingent right to receive one share of common stock of the Issuer. 25% of the total number of RSUs granted vested on January 13, 2024, and the remainder shall vest thereafter in equal annual installments over the next three years. 25% of the total number of RSUs granted vested on January 14, 2024, and the remainder shall vest thereafter in equal annual installments over the next two years. 25% of the total number of RSUs granted vested on January 15, 2024, and the remainder shall vest on January 15, 2025 Fully vested as of January 15, 2024. The option shall vest in equal quarterly installments over four years from the date of grant. The RSUs shall vest in equal annual installments over four years from the date of grant. /s/ Alejandra Carvajal, Attorney-in-Fact 2023-01-17