Timothy B. Lowinger - 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 $
-$35,777
Form type
4
Date filed
1/18/2023, 07:14 PM
Previous filing
Dec 16, 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 +4.79K +2.88% $0.00 171K Jan 14, 2023 Direct F1
transaction MRSN Common Stock Options Exercise $0 +7.29K +4.25% $0.00 179K Jan 15, 2023 Direct F2
transaction MRSN Common Stock Options Exercise $0 +7.92K +4.43% $0.00 187K Jan 15, 2023 Direct F3
transaction MRSN Common Stock Sale -$35.8K -6.23K -3.34% $5.74 180K Jan 17, 2023 Direct F4, F5

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 +169K $0.00 169K Jan 13, 2023 Common Stock 169K $6.06 Direct F6
transaction MRSN Restricted stock unit Award $0 +37.5K $0.00 37.5K Jan 13, 2023 Common Stock 37.5K Direct F7, F8
transaction MRSN Restricted stock unit Options Exercise $0 -4.79K -25% $0.00 14.4K Jan 14, 2023 Common Stock 4.79K Direct F7, F9
transaction MRSN Restricted stock unit Options Exercise $0 -7.29K -33.33% $0.00 14.6K Jan 15, 2023 Common Stock 7.29K Direct F7, F10
transaction MRSN Restricted stock unit Options Exercise $0 -7.92K -50% $0.00 7.92K Jan 15, 2023 Common Stock 7.92K Direct F7, F11
* 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 Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021.
F3 Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2020.
F4 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.
F5 The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $5.74 to $5.77, 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.
F6 The option shall vest in equal quarterly installments over four years from the date of grant.
F7 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F8 The RSUs shall vest in equal annual installments over four years from the date of grant.
F9 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.
F10 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.
F11 25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest on January 15, 2024.