Brian DeSchuytner - Jan 13, 2023 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Signature
/s/Alejandra Carvajal, as attorney-in-fact
Stock symbol
MRSN
Transactions as of
Jan 13, 2023
Transactions value $
-$29,452
Form type
4
Date filed
1/18/2023, 07:12 PM
Previous filing
Jan 19, 2022
Next filing
Sep 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRSN Common Stock Options Exercise $0 +6.25K +29.13% $0.00 27.7K Jan 14, 2023 Direct F1, F2
transaction MRSN Common Stock Options Exercise $0 +6.25K +22.56% $0.00 34K Jan 15, 2023 Direct F3
transaction MRSN Common Stock Options Exercise $0 +3.96K +11.66% $0.00 37.9K Jan 15, 2023 Direct F4
transaction MRSN Common Stock Sale -$29.5K -5.13K -13.53% $5.74 32.8K Jan 17, 2023 Direct F5, F6

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 Stock option (right to buy) Award $0 +180K $0.00 180K Jan 13, 2023 Common Stock 180K $6.06 Direct F7
transaction MRSN Restricted stock unit Award $0 +40K $0.00 40K Jan 13, 2023 Common Stock 40K Direct F8, F9
transaction MRSN Restricted stock unit Options Exercise $0 -6.25K -25% $0.00 18.8K Jan 14, 2023 Common Stock 6.25K Direct F8, F10
transaction MRSN Restricted stock unit Options Exercise $0 -6.25K -33.33% $0.00 12.5K Jan 15, 2023 Common Stock 6.25K Direct F8, F11
transaction MRSN Restricted stock unit Options Exercise $0 -3.96K -50% $0.00 3.96K Jan 15, 2023 Common Stock 3.96K Direct F8, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock received upon the vesting of a portion of the restricted stock units ("RSUs") awarded to the Reporting Person on January 14, 2022.
F2 Includes 3,881 shares of common stock acquired on June 30, 2022 by the Reporting Person through the Issuer's employee stock purchase plan.
F3 Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021.
F4 Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2020.
F5 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 reported above. 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.
F6 The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $5.74 to $5.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F7 The option shall vest in equal quarterly installments over four years from the date of grant.
F8 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F9 The RSUs shall vest in equal annual installments over four years from the date of grant.
F10 25% of the total number of RSUs granted vested on January 14, 2023, and the remainder shall vest thereafter in equal annual installments over the next three years.
F11 25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest thereafter in equal annual installments over the next two years.
F12 25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest on January 15, 2024.

Remarks:

Exhibit 24 - Power of Attorney