Anna Protopapas - 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 $
-$99,566
Form type
4
Date filed
1/18/2023, 07:24 PM
Previous filing
Jun 17, 2022
Next filing
Jun 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRSN Common Stock Gift $0 -240K -95.86% $0.00 10.4K May 20, 2022 Direct
transaction MRSN Common Stock Gift $0 +240K $0.00 240K May 20, 2022 By Trust F1
transaction MRSN Common Stock Options Exercise $0 +16.8K +161.51% $0.00 27.1K Jan 14, 2023 Direct F2
transaction MRSN Common Stock Options Exercise $0 +21.3K +78.35% $0.00 48.4K Jan 15, 2023 Direct F3
transaction MRSN Common Stock Options Exercise $0 +17.7K +36.61% $0.00 66.1K Jan 15, 2023 Direct F4
transaction MRSN Common Stock Sale -$99.6K -17.3K -26.25% $5.74 48.7K Jan 17, 2023 Direct F5, F6
holding MRSN Common Stock 72.3K Jan 13, 2023 By Trust F7

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 +563K $0.00 563K Jan 13, 2023 Common Stock 563K $6.06 Direct F8
transaction MRSN Restricted stock unit Award $0 +125K $0.00 125K Jan 13, 2023 Common Stock 125K Direct F9, F10
transaction MRSN Restricted stock unit Options Exercise $0 -16.8K -25% $0.00 50.3K Jan 14, 2023 Common Stock 16.8K Direct F9, F11
transaction MRSN Restricted stock unit Options Exercise $0 -21.3K -33.33% $0.00 42.5K Jan 15, 2023 Common Stock 21.3K Direct F9, F12
transaction MRSN Restricted stock unit Options Exercise $0 -17.7K -50% $0.00 17.7K Jan 15, 2023 Common Stock 17.7K Direct F9, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of common stock are held by the Anna Protopapas Irrevocable Trust (the "Protopapas Trust") for the benefit of the Reporting Person's spouse and children. The Reporting Person's spouse is the trustee of the Protopapas Trust.
F2 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.
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 her 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 These shares of common stock are held by the Kinney/Protopapas Family Irrevocable Trust (the "Kinney/Protopapas Trust") for the benefit of the Reporting Person's children. The Reporting Person's spouse is a co-trustee of the Kinney/Protopapas Trust.
F8 The option shall vest in equal quarterly installments over four years from the date of grant.
F9 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F10 The RSUs shall vest in equal annual installments over four years from the date of grant.
F11 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.
F12 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.
F13 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