Filing Details
- Accession Number:
- 0001104659-24-004551
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-01-17 17:21:52
- Reporting Period:
- 2024-01-13
- Accepted Time:
- 2024-01-17 17:21:52
- 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 | Yes | No | 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 | Acquisiton | 2024-01-13 | 31,250 | $0.00 | 98,844 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-01-14 | 16,750 | $0.00 | 115,594 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-01-15 | 21,250 | $0.00 | 136,844 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2024-01-15 | 17,708 | $0.00 | 154,552 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2024-01-16 | 29,399 | $2.71 | 125,153 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| 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 | Restricted Stock Unit | Disposition | 2024-01-13 | 31,250 | $0.00 | 31,250 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-14 | 16,750 | $0.00 | 16,750 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-15 | 21,250 | $0.00 | 21,250 | $0.00 |
| Common Stock | Restricted Stock Unit | Disposition | 2024-01-15 | 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 |
|---|---|---|---|---|---|---|
| 93,750 | No | 4 | M | Direct | ||
| 33,500 | No | 4 | M | Direct | ||
| 21,250 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 240,244 | Indirect | By Trust |
| Common Stock | 72,263 | Indirect | By Trust |
Footnotes
- 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.
- Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 14, 2022.
- Represents shares of common stock received upon vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021.
- Represents shares of common stock received upon 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 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.
- 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.
- 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.
- 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.
- Each RSU represents the contingent right to receive one share of common stock of the Issuer.
- 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.
- 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.
- 25% of the total number of RSUs granted vested on January 15, 2024, and the remainder shall vest on January 15, 2025.
- Fully vested as of January 15, 2024.
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