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Filing Details

Accession Number:: 0001209191-20-024297
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-13 21:10:18
Reporting Period:: 2020-04-09

Accepted Time:: 2020-04-13 21:10:18
SEC Url:: Form 4 Filing

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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2020-04-09	4,000,000	$0.00	7,959,520	No	4	J	Indirect	See Note 2
Common Stock	Acquisiton	2020-04-09	40,000	$0.00	40,000	No	4	J	Indirect	See Note 4
Common Stock	Disposition	2020-04-09	40,000	$0.00	0	No	4	J	Indirect	See Note 4
Common Stock	Acquisiton	2020-04-09	20,000	$0.00	20,000	No	4	J	Indirect	See Note 7
Common Stock	Disposition	2020-04-09	20,000	$0.00	0	No	4	J	Indirect	See Note 7
Common Stock	Acquisiton	2020-04-09	77	$0.00	77	No	4	J	Indirect	See Note 10
Common Stock	Acquisiton	2020-04-09	12,054	$0.00	12,131	No	4	J	Indirect	See Note 10
Common Stock	Acquisiton	2020-04-09	274	$0.00	274	No	4	J	Indirect	See Note 13
Common Stock	Acquisiton	2020-04-09	274	$0.00	274	No	4	J	Indirect	See Note 15
Common Stock	Acquisiton	2020-04-09	965	$0.00	965	No	4	J	Indirect	See Note 17
Common Stock	Acquisiton	2020-04-09	8,783	$0.00	20,914	No	4	J	Indirect	See Note 10
Common Stock	Acquisiton	2020-04-09	685	$0.00	1,650	No	4	J	Indirect	See Note 17
Common Stock	Disposition	2020-04-13	20,914	$8.50	0	No	4	S	Indirect	See Note 10

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Note 2
No	4	J	Indirect	See Note 4
No	4	J	Indirect	See Note 4
No	4	J	Indirect	See Note 7
No	4	J	Indirect	See Note 7
No	4	J	Indirect	See Note 10
No	4	J	Indirect	See Note 10
No	4	J	Indirect	See Note 13
No	4	J	Indirect	See Note 15
No	4	J	Indirect	See Note 17
No	4	J	Indirect	See Note 10
No	4	J	Indirect	See Note 17
No	4	S	Indirect	See Note 10

Footnotes

New Enterprise Associates 14, L.P. ("NEA 14") made a pro rata distribution for no consideration of an aggregate of 4,000,000 shares of Common Stock of the Issuer to its general partner and its limited partners on April 9, 2020.
The Reporting Person is a director of NEA 14 GP, LTD ("NEA 14 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 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.
NEA Partners 14 received 40,000 shares of Common Stock of the Issuer in the distribution by NEA 14 on April 9, 2020.
The Reporting Person is a director of NEA 14 LTD, which is the sole general partner of NEA Partners 14, 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 Partners 14 shares in which the Reporting Person has no pecuniary interest.
NEA Partners 14 made a pro rata distribution for no consideration of an aggregate of 40,000 shares of Common Stock of the Issuer to its limited partners on April 9, 2020.
NEA 14 Manager Fund, L.P. ("NEA 14 Manager Fund") received 20,000 shares of Common Stock of the Issuer in the distribution by NEA 14 on April 9, 2020.
The Reporting Person is a director of NEA 14 LTD, which is the sole general partner of NEA 14 Manager Fund. 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 of the Issuer held by NEA 14 Manager Fund in which the Reporting Person has no pecuniary interest.
NEA 14 Manager Fund made a pro rata distribution for no consideration of an aggregate of 20,000 shares of Common Stock of the Issuer to its limited partners on April 9, 2020.
New Enterprise Associates, LLC ("NEA LLC") received 77 shares of Common Stock of the Issuer in the distribution by NEA 14 on April 9, 2020.
The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the shares. 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 shares of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
NEA LLC received 12,054 shares of Common Stock of the Issuer in the distribution by NEA Partners 14 on April 9, 2020.
Genevieve P. Hardigg, as trustee of the Jennifer Ayer Sandell Rising River Trust, dated December 20, 2012 (the "Jennifer Sandell Rising River Trust"), received 274 shares of Common Stock of the Issuer in the distribution by NEA Partners 14 on April 9, 2020.
The securities are held directly by the Jennifer Sandell Rising River Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of such portion of the shares of Common Stock of the Issuer held by the Jennifer Sandell Rising River Trust in which the Reporting Person has no pecuniary interest.
Genevieve P. Hardigg, as trustee of the Scott Sandell Rising River Trust, dated December 20, 2012 (the "Scott Sandell Rising River Trust"), received 274 shares of Common Stock of the Issuer in the distribution by NEA Partners 14 on April 9, 2020.
The securities are held directly by the Scott Sandell Rising River Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of such portion of the shares of Common Stock of the Issuer held by the Scott Sandell Rising River Trust in which the Reporting Person has no pecuniary interest.
Scott D. Sandell, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust") received 965 shares of Common Stock of the Issuer in the distribution by NEA Partners 14 on April 9, 2020.
The securities are held directly by the Blue Mountain Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of such portion of the shares of Common Stock of the Issuer held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
NEA LLC received 8,783 shares of Common Stock of the Issuer in the distribution by NEA 14 Manager Fund on April 9, 2020.
The Blue Mountain Trust received 685 shares of Common Stock of the Issuer in the distribution by NEA 14 Manager Fund on April 9, 2020.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.44 to $8.55, 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 range set forth in this footnote (20) to this Form 4.