0001104659-23-004740.txt : 20230118
0001104659-23-004740.hdr.sgml : 20230118
20230118201459
ACCESSION NUMBER: 0001104659-23-004740
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230113
FILED AS OF DATE: 20230118
DATE AS OF CHANGE: 20230118
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lowinger Timothy B
CENTRAL INDEX KEY: 0001709775
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38129
FILM NUMBER: 23535698
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
tm233833-3_4.xml
OWNERSHIP DOCUMENT
X0306
4
2023-01-13
0
0001442836
Mersana Therapeutics, Inc.
MRSN
0001709775
Lowinger Timothy B
C/O MERSANA THERAPEUTICS, INC.
840 MEMORIAL DRIVE
CAMBRIDGE
MA
02139
0
1
0
0
SVP, Chief Sci.&Tech. Off.
Common Stock
2023-01-14
4
M
0
4792
0
A
171387
D
Common Stock
2023-01-15
4
M
0
7292
0
A
178679
D
Common Stock
2023-01-15
4
M
0
7917
0
A
186596
D
Common Stock
2023-01-17
4
S
0
6233
5.74
D
180363
D
Stock option (right to buy)
6.06
2023-01-13
4
A
0
168750
0
A
2033-01-12
Common Stock
168750
168750
D
Restricted stock unit
2023-01-13
4
A
0
37500
0
A
Common Stock
37500
37500
D
Restricted stock unit
2023-01-14
4
M
0
4792
0
D
Common Stock
4792
14375
D
Restricted stock unit
2023-01-15
4
M
0
7292
0
D
Common Stock
7292
14583
D
Restricted stock unit
2023-01-15
4
M
0
7917
0
D
Common Stock
7917
7916
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 January 14, 2022.
Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2021.
Represents shares of common stock received upon the vesting of a portion of the RSUs awarded to the Reporting Person on January 15, 2020.
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 reported above. These sales were mandated by the Issuer's election under its equity incentive plans to require the Reporting Person to sell a number of shares of common stock needed to satisfy his tax withholding obligations and does not represent a discretionary trade by the Reporting Person.
The price reported is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $5.74 to $5.77, 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.
The option shall vest in equal quarterly installments over four years from the date of grant.
Each RSU represents the contingent right to receive one share of common stock of the Issuer.
The RSUs shall vest in equal annual installments over four years from the date of grant.
25% of the total number of RSUs granted vested on January 14, 2023, and the remainder shall vest thereafter in equal annual installments over the next three years.
25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest thereafter in equal annual installments over the next two years.
25% of the total number of RSUs granted vested on January 15, 2023, and the remainder shall vest on January 15, 2024.
/s/ Alejandra Carvajal, as attorney-in-fact
2023-01-18