Anna Protopapas - Jan 15, 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 15, 2025
Transactions value $
-$5,009
Form type
4
Date filed
1/17/2025, 07:26 PM
Previous filing
Jan 16, 2025
Next filing
Jun 13, 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 +21.3K +13.67% $0.00 177K Jan 15, 2025 Direct F1
transaction MRSN Common Stock Sale -$5.01K -8.64K -4.89% $0.58 168K Jan 16, 2025 Direct F2, F3
holding MRSN Common Stock 240K Jan 15, 2025 By Trust F4
holding MRSN Common Stock 72.3K Jan 15, 2025 By Trust F5

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 -21.3K -100% $0.00 0 Jan 15, 2025 Common Stock 21.3K Direct F6, F7
* 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 15, 2021.
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 The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $0.56 to $0.58, 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.
F4 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.
F5 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.
F6 Each RSU represents the contingent right to receive one share of common stock of the Issuer.
F7 Fully vested as of January 15, 2025.