Anna Protopapas - Jan 14, 2025 Form 4 Insider Report for Mersana Therapeutics, Inc. (MRSN)

Role
Director
Signature
/s/ Alejandra Carvajal, Attorney-in-Fact
Stock symbol
MRSN
Transactions as of
Jan 14, 2025
Transactions value $
-$3,900
Form type
4
Date filed
1/16/2025, 05:25 PM
Previous filing
Jan 15, 2025
Next filing
Jan 17, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRSN Common Stock Options Exercise $0 +16.8K +11.56% $0.00 162K Jan 14, 2025 Direct F1
transaction MRSN Common Stock Sale -$3.9K -6.19K -3.83% $0.63 155K Jan 15, 2025 Direct F2
holding MRSN Common Stock 240K Jan 14, 2025 By Trust F3
holding MRSN Common Stock 72.3K Jan 14, 2025 By Trust F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MRSN Restricted Stock Unit Options Exercise $0 -16.8K -50% $0.00 16.8K Jan 14, 2025 Common Stock 16.8K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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 14, 2022.
F2 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.
F3 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.
F4 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.
F5 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F6 25% of the total number of RSUs granted vested on January 14, 2025, and vesting shall end and any remaining unvested RSUs shall be cancelled on January 31, 2025.