Timothy B. Lowinger - Jan 14, 2022 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Signature
/s/ Brian DeSchuytner, as Attorney-in-Fact
Stock symbol
MRSN
Transactions as of
Jan 14, 2022
Transactions value $
-$28,067
Form type
4
Date filed
1/19/2022, 05:25 PM
Previous filing
Dec 20, 2021
Next filing
Dec 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRSN Common Stock Options Exercise +15.2K +12.59% 136K Jan 14, 2022 Direct F1
transaction MRSN Common Stock Sale -$28.1K -4.74K -3.49% $5.92 131K Jan 18, 2022 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MRSN Restricted Stock Units Options Exercise $0 -7.92K -33.33% $0.00 15.8K Jan 14, 2022 Common Stock 7.92K Direct F1, F4
transaction MRSN Restricted Stock Units Options Exercise $0 -7.29K -25% $0.00 21.9K Jan 14, 2022 Common Stock 7.29K Direct F1, F5
transaction MRSN Stock Option (right to buy) Award $0 +86.3K $0.00 86.3K Jan 14, 2022 Common Stock 86.3K $6.28 Direct F6
transaction MRSN Restricted Stock Units Award $0 +19.2K $0.00 19.2K Jan 14, 2022 Common Stock 19.2K Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
F2 Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. These sales were mandated by the Issuer's election under its equity incentive plans to require the reporting person to sell a number of shares of common stock needed to satisfy his tax withholding obligations and does not represent a discretionary trade by the reporting person.
F3 The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $5.82 to $5.92, inclusive. The reporting person undertakes to provide to Mersana Therapeutics, Inc., any security holder of Mersana Therapeutics, Inc., 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 footnote (3) to this Form 4.
F4 50% of the total number of RSUs vested as of January 14, 2022, and thereafter shall vest in equal annual installments over the next two years.
F5 25% of the total number of RSUs vested on January 14, 2022, and thereafter shall vest in equal annual installments over the next three years.
F6 The option vests in equal quarterly installments over the first four years after the vesting commencement date, January 14, 2022.
F7 The restricted stock units vest in equal annual installments over the first four years after the vesting commencement date, January 14, 2022.