0000899243-24-000041.txt : 20240102 0000899243-24-000041.hdr.sgml : 20240102 20240102161646 ACCESSION NUMBER: 0000899243-24-000041 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240101 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hughes-Wilson Alexandra CENTRAL INDEX KEY: 0002005875 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38452 FILM NUMBER: 24502614 MAIL ADDRESS: STREET 1: C/O MEREO BIOPHARMA STREET 2: 1 CAVENDISH PLACE CITY: LONDON STATE: X0 ZIP: W1G 0QF ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mereo Biopharma Group plc CENTRAL INDEX KEY: 0001719714 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CAVENDISH PLACE STREET 2: FOURTH FLOOR CITY: LONDON STATE: X0 ZIP: W1G0QF BUSINESS PHONE: 4403330237300 MAIL ADDRESS: STREET 1: ONE CAVENDISH PLACE STREET 2: FOURTH FLOOR CITY: LONDON STATE: X0 ZIP: W1G0QF 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2024-01-01 0 0001719714 Mereo Biopharma Group plc MREO 0002005875 Hughes-Wilson Alexandra C/O MEREO BIOPHARMA GROUP PLC 4TH FLOOR, ONE CAVENDISH PLACE LONDON X0 W1G 0QF UNITED KINGDOM 0 1 0 0 See Remarks American Depositary Shares representing Ordinary Shares 7650 D Share Options (Right to buy) 21.75 2028-05-02 American Depositary Shares 6153 D Share Options (Right to buy) 21.75 2028-05-02 American Depositary Shares 1846 D Share Options (Right to buy) 5.40 2029-05-20 American Depositary Shares 18000 D Share Options (Right to buy) 3.00 2029-07-23 American Depositary Shares 18000 D Share Options (Right to buy) 1.84 2030-02-20 American Depositary Shares 50000 D Share Options (Right to buy) 2.72 2031-02-01 American Depositary Shares 100000 D Share Options (Right to buy) 1.40 2032-01-14 American Depositary Shares 160000 D Share Options (Right to buy) 1.01 2033-01-25 American Depositary Shares 240000 D Performance Based Restricted Stock Unit 2025-01-25 American Depositary Shares 100000 D Each American Depositary Share ("ADS") represents five ordinary shares, nominal value GBP 0.003 per ordinary share, of the Issuer. This award is fully vested and exercisable. 25% of the shares underlying this share option vested and became exercisable on February 20, 2021, with the remainder vesting in equal monthly installments for the three years thereafter. 25% of the shares underlying this share option vested and became exercisable on February 1, 2022, with the remainder vesting in equal monthly installments for the three years thereafter. 25% of the shares underlying this share option vested and became exercisable on January 14, 2023, with the remainder vesting in equal monthly installments for the three years thereafter. 25% of the shares underlying this share option will vest and become exercisable on January 25, 2024, with the remainder vesting in equal monthly installments for the three years thereafter. Each performance based restricted stock unit ("PSU") represents the conditional right to receive one ADS and shall vest upon satisfaction of four escalating ADS price threshold values over a two year performance period. The number included in column 3 of Table II reflects the number of PSUs eligible for vesting. If a minimum ADS price threshold is not met, such PSUs may vest at zero ADSs. Chief Patient Access and Commercial Planning Exhibit 24 - Power of Attorney /s/ Christine Fox, by power of attorney 2024-01-02 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Mereo BioPharma Group plc (the "Company"), the undersigned hereby constitutes
and appoints the individuals named on Schedule A attached hereto and as may
be amended from time to time, or any of them signing singly, with full power
of substitution and resubstitution, to act as the undersigned's true and
lawful attorney-in-fact to:

        1.      prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the United States
                Securities and Exchange Commission (the "SEC") a Form ID,
                including amendments thereto, and any other documents
                necessary or appropriate to obtain and/or regenerate codes
                and passwords enabling the undersigned to make electronic
                filings with the SEC of reports required by Section 16(a) of
                the Securities Exchange Act of 1934, as amended, or any rule
                or regulation of the SEC;

        2.      execute for and on behalf of the undersigned, Forms 3, 4, and
                5 in accordance with Section 16 of the Securities Exchange
                Act of 1934, as amended, and the rules thereunder;

        3.      do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete
                and execute any such Form 3, 4, or 5, complete and execute
                any amendment or amendments thereto, and timely file such
                form with the SEC and any stock exchange or similar
                authority; and

        4.      take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in- fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorneys-in-fact
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued by
Mereo BioPharma Group plc, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 2nd day of January, 2024.

Signature:  /s/ Alexandra Hughes-Wilson
            -------------------------------

Print Name: Alexandra Hughes-Wilson
            -------------------------------


                                Schedule A

        Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

Charles Sermon
Christine Fox