0001104659-22-092578.txt : 20220818 0001104659-22-092578.hdr.sgml : 20220818 20220818164044 ACCESSION NUMBER: 0001104659-22-092578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220816 FILED AS OF DATE: 20220818 DATE AS OF CHANGE: 20220818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MISRA TUSHAR CENTRAL INDEX KEY: 0001877233 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38129 FILM NUMBER: 221177904 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mersana Therapeutics, Inc. CENTRAL INDEX KEY: 0001442836 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-498-0020 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: MERSANA THERAPEUTICS INC DATE OF NAME CHANGE: 20080813 4 1 tm2224109-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-08-16 0 0001442836 Mersana Therapeutics, Inc. MRSN 0001877233 MISRA TUSHAR C/O MERSANA THERAPEUTICS, INC. 840 MEMORIAL DRIVE CAMBRIDGE MA 02139 0 1 0 0 Chief Manufacturing Officer Common Stock 2022-08-16 4 M 0 6250 0 A 6250 D Common Stock 2022-08-17 4 S 0 1879 7.10 D 4371 D Restricted stock unit 2022-08-16 4 M 0 6250 0 D Common Stock 6250 18750 D Represents shares of common stock received upon the vesting of a portion of the restricted stock units ("RSUs") awarded to the Reporting Person on August 16, 2021. 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. The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $7.10 to $7.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Each RSU represents the contingent right to receive one share of common stock of the Issuer. The restricted stock units will vest in equal annual installments over the first four years after the vesting commencement date, August 16, 2021, subject to the Reporting Person's continued service to the Issuer on such vesting date. Exhibit 24 - Power of Attorney /s/ Brigitte Eichner, as Attorney-in-Fact 2022-08-18 EX-24 2 tm2224109-1_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Anna Protopapas, Brian DeSchuytner, Alejandra Carvajal and Brigitte Eichner of Mersana Therapeutics, Inc. (the “Company”), signing individually, with full power of substitution, as the undersigned’s true and lawful attorneys-in-fact and agents to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

(2)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC, in the undersigned’s capacity as officer, director or beneficial owner of more than 10% of a registered class of securities of the Company of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of April, 2022.

	/s/ Tushar Misra
	Tushar Misra

[Signature Page to Section 16 Power of Attorney]