David Mott - Jan 2, 2024 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Role: Director
Signature: /s/ Alejandra Carvajal, Attorney-in-Fact
Stock symbol: MRSN
Transactions as of: Jan 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/4/2024, 04:11 PM
Previous filing: Oct 4, 2023
Next filing: Jun 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRSN	Common Stock	Award	$0	+8.81K	+1.52%	$0.00	589K	Jan 2, 2024	Direct	F1
holding	MRSN	Common Stock						9.6K	Jan 2, 2024	See Note 2	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were granted in connection with the Reporting Person's election to receive the Reporting Person's quarterly retainer for director services in the form of fully vested shares of stock rather than cash. The shares were granted to the Reporting Person pursuant to the Issuer's Amended & Restated Non-Employee Director Compensation Policy, as amended, in lieu of retainer fees of $20,000 for the quarter ended December 31, 2023. The number of shares issued was based on the closing price per share of the Issuer's common stock on January 2, 2024, which was $2.27.
F2	The securities are held directly by the Dave Mott Declaration of Trust dated May 31, 2001, as amended (the "Mott Trust"). The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by the Mott Trust in which the Reporting Person has no pecuniary interest.

Content

These shares were granted in connection with the Reporting Person's election to receive the Reporting Person's quarterly retainer for director services in the form of fully vested shares of stock rather than cash. The shares were granted to the Reporting Person pursuant to the Issuer's Amended & Restated Non-Employee Director Compensation Policy, as amended, in lieu of retainer fees of $20,000 for the quarter ended December 31, 2023. The number of shares issued was based on the closing price per share of the Issuer's common stock on January 2, 2024, which was $2.27.

The securities are held directly by the Dave Mott Declaration of Trust dated May 31, 2001, as amended (the "Mott Trust"). The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by the Mott Trust in which the Reporting Person has no pecuniary interest.