Filing Details
- Accession Number:
- 0001104659-24-004547
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-01-17 17:19:56
- Reporting Period:
- 2024-01-13
- Accepted Time:
- 2024-01-17 17:19:56
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1442836 | Mersana Therapeutics Inc. | MRSN | Pharmaceutical Preparations (2834) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1709775 | B Timothy Lowinger | C/O Mersana Therapeutics, Inc. 840 Memorial Drive Cambridge MA 02139 | Svp, Chief Sci.&Tech. Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2024-01-13 | 9,375 | $0.00 | 189,738 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-01-14 | 4,792 | $0.00 | 194,530 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-01-15 | 7,292 | $0.00 | 201,822 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-01-15 | 7,916 | $0.00 | 209,738 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2024-01-16 | 10,409 | $2.71 | 199,329 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-13 | 9,375 | $0.00 | 9,375 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-14 | 4,792 | $0.00 | 4,792 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-15 | 7,292 | $0.00 | 7,292 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-15 | 7,916 | $0.00 | 7,916 | $0.00 |
| Common Stock | Stock Option (Right to Buy) | Acquisiton | 2024-01-15 | 225,000 | $0.00 | 225,000 | $3.02 |
| Common Stock | Restricted Stock Unit | Acquisiton | 2024-01-15 | 50,000 | $0.00 | 50,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 28,125 | No | 4 | M | Direct | ||
| 9,583 | No | 4 | M | Direct | ||
| 7,291 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 225,000 | 2034-01-14 | No | 4 | A | Direct | |
| 50,000 | No | 4 | A | Direct |
Footnotes
- 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.
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