TUSHAR MISRA - 13 Jan 2024 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Role
SVP, Chief Manuf. Officer
Signature
/s/ Alejandra Carvajal, Attorney-in-Fact
Issuer symbol
MRSN
Transactions as of
13 Jan 2024
Net transactions value
-$9,097
Form type
4
Filing time
17 Jan 2024, 17:21:21 UTC
Previous filing
07 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRSN Common Stock Options Exercise $0 +7,083 +55% $0.000000 19,865 13 Jan 2024 Direct F1, F2
transaction MRSN Common Stock Options Exercise $0 +1,458 +7.3% $0.000000 21,323 14 Jan 2024 Direct F3
transaction MRSN Common Stock Sale $9,097 -3,357 -16% $2.71 17,966 16 Jan 2024 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 Restricted Stock Unit Options Exercise $0 -7,083 -25% $0.000000 21,250 13 Jan 2024 Common Stock 7,083 Direct F6, F7
transaction MRSN Restricted Stock Unit Options Exercise $0 -1,458 -33% $0.000000 2,916 14 Jan 2024 Common Stock 1,458 Direct F6, F8
transaction MRSN Stock Option (Right to Buy) Award $0 +187,500 $0.000000 187,500 15 Jan 2024 Common Stock 187,500 $3.02 Direct F9
transaction MRSN Restricted Stock Unit Award $0 +41,667 $0.000000 41,667 15 Jan 2024 Common Stock 41,667 Direct F6, F10
* 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 vesting of a portion of the restricted stock units ("RSUs") awarded to the Reporting Person on January 13, 2023.
F2 Includes 1,275 shares of common stock acquired by the Reporting Person on December 15, 2023 through the Issuer's employee stock purchase plan.
F3 Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 14, 2022.
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 pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 10, 2023. The sale was effected through an automatic "sell to cover" transaction that did 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 $2.70 to $2.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and 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 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F7 25% of the total number of RSUs granted vested on January 13, 2024, and the remainder shall vest thereafter in equal annual installments over the next three years.
F8 25% of the total number of RSUs granted vested on January 14, 2024, and the remainder shall vest thereafter in equal annual installments over the next two years.
F9 The option shall vest in equal quarterly installments over four years from the date of grant.
F10 The RSUs shall vest in equal annual installments over four years from the date of grant.