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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1442836	Mersana Therapeutics Inc.	MRSN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	No	Yes	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-07-03	7,140,138	$0.00	7,140,138	No	4	C	Indirect	See Note 3
Common Stock	Acquisiton	2017-07-03	1,000,000	$15.00	8,140,138	No	4	P	Indirect	See Note 3

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 3
No	4	P	Indirect	See Note 3

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred Stock	Disposition	2017-07-03	11,931,173	$0.00	2,647,241	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2017-07-03	18,001,419	$0.00	4,000,314	$0.00
Common Stock	Series C-1 Preferred Stock	Disposition	2017-07-03	2,216,626	$0.00	492,583	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

The total represents shares received upon conversion of Series A-1, Series B-1 and Series C-1 Convertible Preferred Stock.
Upon closing of the Issuer's initial public offering, each share of Series A-1, Series B-1 and Series C-1 Convertible Preferred Stock automatically converted into .22222 shares of Common Stock without payment of further consideration. There was no expiration date for the Series A-1, Series B-1 or Series C-1 Convertible Preferred Stock.
The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. 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 NEA 14 shares in which the Reporting Person has no pecuniary interest.