Alejandra Carvajal - Apr 26, 2023 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Role
SVP, Chief Legal Officer
Signature
/s/Alejandra Carvajal
Stock symbol
MRSN
Transactions as of
Apr 26, 2023
Transactions value $
-$15,342
Form type
4
Date filed
4/28/2023, 04:15 PM
Previous filing
Jan 18, 2023
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 +13.3K +120.24% $0.00 24.3K Apr 26, 2023 Direct F1
transaction MRSN Common Stock Sale -$15.3K -3.94K -16.25% $3.89 20.3K Apr 27, 2023 Direct F2

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 unit Options Exercise $0 -13.3K -100% $0.00* 0 Apr 26, 2023 Common Stock 13.3K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 April 26, 2021.
F2 Pursuant to automatic sell-to-cover instructions adopted by the Reporting Person on April 26, 2021, the shares were sold upon the vesting of the RSUs solely to cover applicable withholding taxes. The automatic sale instructions for the sell-to-cover were intended to comply with the requirements of Rule 10b5-1(c). The sale was not a discretionary trade by the Reporting Person.
F3 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F4 The RSUs vested as to 50% of the shares on April 26, 2022 and as to 50% of the shares on April 26, 2023.