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

Role
Director
Signature
/s/ Alejandra Carvajal, Attorney-in-Fact
Issuer symbol
MRSN
Transactions as of
13 Jan 2024
Net transactions value
-$79,671
Form type
4
Filing time
17 Jan 2024, 17:21:52 UTC
Previous filing
20 Dec 2023
Next filing
12 Jun 2024
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 +31,250 +46% $0.000000 98,844 13 Jan 2024 Direct F1
transaction MRSN Common Stock Options Exercise $0 +16,750 +17% $0.000000 115,594 14 Jan 2024 Direct F2
transaction MRSN Common Stock Options Exercise $0 +21,250 +18% $0.000000 136,844 15 Jan 2024 Direct F3
transaction MRSN Common Stock Options Exercise $0 +17,708 +13% $0.000000 154,552 15 Jan 2024 Direct F4
transaction MRSN Common Stock Sale $79,671 -29,399 -19% $2.71 125,153 16 Jan 2024 Direct F5, F6
holding MRSN Common Stock 240,244 13 Jan 2024 By Trust F7
holding MRSN Common Stock 72,263 13 Jan 2024 By Trust F8

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 -31,250 -25% $0.000000 93,750 13 Jan 2024 Common Stock 31,250 Direct F9, F10
transaction MRSN Restricted Stock Unit Options Exercise $0 -16,750 -33% $0.000000 33,500 14 Jan 2024 Common Stock 16,750 Direct F9, F11
transaction MRSN Restricted Stock Unit Options Exercise $0 -21,250 -50% $0.000000 21,250 15 Jan 2024 Common Stock 21,250 Direct F9, F12
transaction MRSN Restricted Stock Unit Options Exercise $0 -17,708 -100% $0.000000* 0 15 Jan 2024 Common Stock 17,708 Direct F9, F13
* 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, who previously served as the Issuer's President and Chief Executive Officer, on January 13, 2023.
F2 Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 14, 2022.
F3 Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021.
F4 Represents shares of common stock received upon 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 pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 11, 2023. The sale was effected through an automatic "sell to cover" transaction that did 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 $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.
F7 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.
F8 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.
F9 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F10 25% of the total number of RSUs granted vested on January 13, 2024, 25% of the total number of RSUs granted shall vest on January 13, 2025, and vesting shall end and any remaining unvested RSUs shall be cancelled on January 31, 2025.
F11 25% of the total number of RSUs granted vested on January 14, 2024, 25% of the total number of RSUs granted shall vest on January 14, 2025, and vesting shall end and any remaining unvested RSUs shall be cancelled on January 31, 2025.
F12 25% of the total number of RSUs granted vested on January 15, 2024, and the remainder shall vest on January 15, 2025.
F13 Fully vested as of January 15, 2024.