Martin H. Huber Jr. - Sep 11, 2024 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Signature
/s/ Alejandra Carvajal, Attorney-in-Fact
Stock symbol
MRSN
Transactions as of
Sep 11, 2024
Transactions value $
-$88,744
Form type
4
Date filed
9/13/2024, 05:08 PM
Previous filing
Feb 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRSN Common Stock Options Exercise $0 +167K $0.00 167K Sep 11, 2024 Direct F1, F2
transaction MRSN Common Stock Sale -$88.7K -50.4K -30.24% $1.76 116K Sep 12, 2024 Direct F3, F4

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 -167K -25% $0.00 500K Sep 11, 2024 Common Stock 167K Direct F5, F6
* 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 September 11, 2023.
F2 On June 12, 2023, the Reporting Person filed a Form 4 reporting the award of a RSU award representing the right to receive 14,467 shares of common stock of the Issuer on June 8, 2023. Such RSU award was subsequently rescinded in connection with the Reporting Person's appointment as president and chief executive officer effective in September 2023 and as a result was cancelled for no value. The amount of securities beneficially owned reported in this Form 4 reflects an adjustment in the number of shares held by the Reporting Person, reflecting the cancellation of the June 8, 2023 RSU award for no value.
F3 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 November 7, 2023. The sale was effected through an automatic "sell to cover" transaction that did not represent a discretionary trade by the Reporting Person.
F4 The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $1.735 to $1.83, 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.
F5 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F6 25% of the RSUs granted vested on September 11, 2024, and the remainder shall vest thereafter in equal annual installments over the next three years.