Filing Details
- Accession Number:
- 0001104659-23-004744
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-01-18 20:24:37
- Reporting Period:
- 2023-01-13
- Accepted Time:
- 2023-01-18 20:24:37
- 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 |
|---|---|---|---|---|---|---|---|
| 1347582 | Anna Protopapas | C/O Mersana Therapeutics, Inc. 840 Memorial Drive Cambridge MA 02139 | President & Ceo | Yes | Yes | No | 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 | Disposition | 2022-05-20 | 240,244 | $0.00 | 10,371 | No | 5 | G | Direct | |
| Common Stock | Acquisiton | 2022-05-20 | 240,244 | $0.00 | 240,244 | No | 5 | G | Indirect | By Trust |
| Common Stock | Acquisiton | 2023-01-14 | 16,750 | $0.00 | 27,121 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2023-01-15 | 21,250 | $0.00 | 48,371 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2023-01-15 | 17,708 | $0.00 | 66,079 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2023-01-17 | 17,346 | $5.74 | 48,733 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 5 | G | Direct | |
| No | 5 | G | Indirect | By Trust |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock option (right to buy) | Acquisiton | 2023-01-13 | 562,500 | $0.00 | 562,500 | $6.06 |
| Common Stock | Restricted stock unit | Acquisiton | 2023-01-13 | 125,000 | $0.00 | 125,000 | $0.00 |
| Common Stock | Restricted stock unit | Disposition | 2023-01-14 | 16,750 | $0.00 | 16,750 | $0.00 |
| Common Stock | Restricted stock unit | Disposition | 2023-01-15 | 21,250 | $0.00 | 21,250 | $0.00 |
| Common Stock | Restricted stock unit | Disposition | 2023-01-15 | 17,708 | $0.00 | 17,708 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 562,500 | 2033-01-12 | No | 4 | A | Direct | |
| 125,000 | No | 4 | A | Direct | ||
| 50,250 | No | 4 | M | Direct | ||
| 42,500 | No | 4 | M | Direct | ||
| 17,708 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 72,263 | Indirect | By Trust |
Footnotes
- 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.
- Represents shares of common stock received upon the vesting of a portion of the restricted stock units ("RSUs") awarded to the Reporting Person on January 14, 2022.
- Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021.
- Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2020.
- 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 reported above. These sales were mandated by the Issuer's election under its equity incentive plans to require the Reporting Person to sell a number of shares of common stock needed to satisfy her tax withholding obligations and does not represent a discretionary trade by the Reporting Person.
- The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $5.74 to $5.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- 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.
- The option shall vest in equal quarterly installments over four years from the date of grant.
- Each RSU represents the contingent right to receive one share of common stock of the Issuer.
- The RSUs shall vest in equal annual installments over four years from the date of grant.
- 25% of the total number of RSUs granted vested on January 14, 2023, and the remainder shall vest thereafter in equal annual installments over the next three years.
- 25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest thereafter in equal annual installments over the next two years.
- 25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest on January 15, 2024.
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