Statement of Changes in Beneficial Ownership (4)
May 24 2021 - 4:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lowinger Timothy B |
2. Issuer Name and Ticker or Trading Symbol
Mersana Therapeutics, Inc.
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MRSN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Science & Tech. Officer |
(Last)
(First)
(Middle)
C/O MERSANA THERAPEUTICS, INC., 840 MEMORIAL DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2021 |
(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/20/2021 | | M(1) | | 1875 | A | $3.51 | 33319 | D | |
Common Stock | 5/20/2021 | | S(1) | | 1875 | D | $14.10 (2) | 31444 | D | |
Common Stock | 5/20/2021 | | M(1) | | 2227 | A | $6.16 | 33671 | D | |
Common Stock | 5/20/2021 | | S(1) | | 2227 | D | $14.10 (2) | 31444 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $3.51 | 5/20/2021 | | M (1) | | | 1875 | (3) | 1/22/2029 | Common Stock | 1875 | $0 | 12182 | D | |
Stock Option (right to buy) | $6.16 | 5/20/2021 | | M (1) | | | 2227 | (4) | 1/14/2030 | Common Stock | 2227 | $0 | 83865 | D | |
Explanation of Responses: |
(1) | Transaction effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2020. |
(2) | This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.89 to $14.34, inclusive. The reporting person undertakes to provide to Mersana Therapeutics, Inc., any other security holder of Mersana Therapeutics Inc. 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. |
(3) | The option vests in equal quarterly installments over the first four years after the vesting commencement date, January 23, 2019. |
(4) | The option vests in equal quarterly installments over the first four years after the vesting commencement date, January 15, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lowinger Timothy B C/O MERSANA THERAPEUTICS, INC. 840 MEMORIAL DRIVE CAMBRIDGE, MA 02139 |
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| Chief Science & Tech. Officer |
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Signatures
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/s/ Brian DeSchuytner, as Attorney-in-Fact | | 5/24/2021 |
**Signature of Reporting Person | Date |
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