SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Bakker Lex (Last) (First) (Middle) C/O MERUS N.V. YALELAAN 62 (Street) UTRECHT P7 3584 CM (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020	3. Issuer Name and Ticker or Trading Symbol Merus N.V. [ MRUS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Chief Development Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	3,775	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (right to buy)	(1)	06/17/2022	Common Shares	3,333	(2)	D
Share Option (right to buy)	(1)	03/16/2023	Common Shares	4,700	(2)	D
Share Option (right to buy)	(1)	10/30/2023	Common Shares	19,533	(3)	D
Share Option (right to buy)	(4)	01/01/2027	Common Shares	15,739	$21.11	D
Restricted Share Unit	(5)	(5)	Common Shares	1,387	(5)	D
Share Option (right to buy)	(6)	02/21/2028	Common Shares	21,000	$17.94	D
Share Option (right to buy)	(7)	02/20/2029	Common Shares	50,000	$11.16	D

Explanation of Responses:

1. These options are fully vested.

2. Exercise price is denominated in Euros at 1.93.

3. Exercise price is denominated in Euros at 7.20.

4. Options vest over a four-year period from January 1, 2017. 25% vest on January 1, 2018 and in 36 equal monthly installments thereafter.

5. Restricted stock units vest over a four-year period until January 1, 2021, in equal monthly installments. Restricted stock units convert into Issuer common stock on a one-for-one basis. There is no applicable conversion or exercise price.

6. Options vest over a four-year period from January 1, 2018. 25% vest on January 1, 2019 and in 36 equal monthly installments thereafter.

7. Options vest over a four-year period from January 1, 2019. 25% vest on January 1, 2020 and in 36 equal monthly installments thereafter.

Remarks:

The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2020. Exhibit 24

	/s/ Peter Silverman as attorney-in-fact	01/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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