SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

PAKIANATHAN DEEPIKA

(Last)

(First)

(Middle)

C/O MEREO BIOPHARMA GROUP PLC

4TH FLOOR, ONE CAVENDISH PLACE

(Street)

LONDON

W1G 0QF

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mereo BioPharma Group plc [ MREO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		M		1,825	A	$3	1,825	D
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		M		6,492	A	$1.84	8,317	D
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		M		12,418	A	$2.72	20,735	D
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		M		38,953	A	$1.31	59,688	D
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		M		43,485	A	$0.94	103,173	D
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		M		2,071	A	$3.87	105,244	D
American Depositary Shares representing Ordinary Shares⁽¹⁾	08/22/2024		S		105,244⁽²⁾	D	$4.4298⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Options (right to buy)	$3	08/22/2024		M			5,500	⁽⁴⁾	07/23/2029	American Depository Shares⁽¹⁾	5,500	$0	0	D
Share Options (right to buy)	$1.84	08/22/2024		M			11,000	⁽⁵⁾	02/20/2030	American Depository Shares⁽¹⁾	11,000	$0	0	D
Share Options (right to buy)	$2.72	08/22/2024		M			31,500	⁽⁶⁾	02/01/2031	American Depository Shares⁽¹⁾	31,500	$0	0	D
Share Options (right to buy)	$1.31	08/22/2024		M			55,000	⁽⁷⁾	02/01/2032	American Depository Shares⁽¹⁾	55,000	$0	0	D
Share Options (right to buy)	$0.94	08/22/2024		M			55,000	⁽⁸⁾	02/01/2033	American Depository Shares⁽¹⁾	55,000	$0	0	D
Share Options (right to buy)	$3.87	08/22/2024		M			15,000	⁽⁹⁾	02/08/2034	American Depository Shares⁽¹⁾	15,000	$0	30,000	D

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents five ordinary shares of the Issuer.

2. Sale is due to fund administration reasons.

3. The price reported in Column 4 is a weighted average price. These ADSs were sold in multiple transactions at prices ranging from $4.360 to $4.495, inclusive. The Reporting Person undertakes to provide to Mereo BioPharma Group plc ("Mereo"), any security holder of Mereo, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of ADSs sold at each separate price within the ranges set forth in footnote (3) to this Form

4. Vested in substantially equal monthly installments over a one year period from the July 23, 2019 grant date.

5. Vested in substantially equal monthly installments over a one year period from the February 20, 2020 grant date.

6. Vested in substantially equal monthly installments over a one year period from the February 1, 2021 grant date.

7. Vested in substantially equal monthly installments over a one year period from the February 1, 2022 grant date.

8. Vested in substantially equal monthly installments over a one year period from the February 1, 2023 grant date.

9. Vests in substantially equal monthly installments over a one year period from the February 8, 2024 grant date. As of June 8, 2024, 15,000 Share Options have vested.

	/s/ Deepika Pakianathan	08/23/2024
	** 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 4 (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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