0001104659-24-004549.txt : 20240117 0001104659-24-004549.hdr.sgml : 20240117 20240117172051 ACCESSION NUMBER: 0001104659-24-004549 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: Mandelia Ashish CENTRAL INDEX KEY: 0001782805 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38129 FILM NUMBER: 24539360 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 tm243529-6_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-01-13 0 0001442836 Mersana Therapeutics, Inc. MRSN 0001782805 Mandelia Ashish C/O MERSANA THERAPEUTICS, INC. 840 MEMORIAL DRIVE CAMBRIDGE MA 02139 0 1 0 0 VP, Chief Accounting Officer 1 Common Stock 2024-01-13 4 M 0 2645 0 A 18218 D Common Stock 2024-01-14 4 M 0 4783 0 A 23001 D Common Stock 2024-01-15 4 M 0 4519 0 A 27520 D Common Stock 2024-01-15 4 M 0 833 0 A 28353 D Common Stock 2024-01-16 4 S 0 5025 2.71 D 23328 D Restricted Stock Unit 2024-01-13 4 M 0 2645 0 D Common Stock 2645 7938 D Restricted Stock Unit 2024-01-14 4 M 0 4783 0 D Common Stock 4783 9566 D Restricted Stock Unit 2024-01-15 4 M 0 4519 0 D Common Stock 4519 4519 D Restricted Stock Unit 2024-01-15 4 M 0 833 0 D Common Stock 833 0 D Stock Option (Right to Buy) 3.02 2024-01-15 4 A 0 75000 0 A 2034-01-14 Common Stock 75000 75000 D Restricted Stock Unit 2024-01-15 4 A 0 16667 0 A Common Stock 16667 16667 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. Includes 4,000 shares of common stock acquired by the Reporting Person on June 15, 2023 and 599 shares of common stock acquired by the Reporting Person on December 15, 2023, in each case through the Issuer's employee stock purchase plan. 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