0001209191-20-024292.txt : 20200413 0001209191-20-024292.hdr.sgml : 20200413 20200413210654 ACCESSION NUMBER: 0001209191-20-024292 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200409 FILED AS OF DATE: 20200413 DATE AS OF CHANGE: 20200413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Florence Anthony A. Jr. CENTRAL INDEX KEY: 0001559827 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38129 FILM NUMBER: 20789828 MAIL ADDRESS: STREET 1: 5425 WISCONSIN AVENUE, SUITE 800 CITY: CHEVY CHASE STATE: MD ZIP: 20815 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-04-09 0 0001442836 Mersana Therapeutics, Inc. MRSN 0001559827 Florence Anthony A. Jr. 5425 WISCONSIN AVENUE, SUITE 800 CHEVY CHASE MD 20815 0 0 1 0 Common Stock 2020-04-09 4 J 0 4000000 0.00 D 7959520 I See Note 2 Common Stock 2020-04-09 4 J 0 40000 0.00 A 40000 I See Note 4 Common Stock 2020-04-09 4 J 0 40000 0.00 D 0 I See Note 4 Common Stock 2020-04-09 4 J 0 20000 0.00 A 20000 I See Note 7 Common Stock 2020-04-09 4 J 0 20000 0.00 D 0 I See Note 7 Common Stock 2020-04-09 4 J 0 77 0.00 A 77 I See Note 10 Common Stock 2020-04-09 4 J 0 12054 0.00 A 12131 I See Note 10 Common Stock 2020-04-09 4 J 0 2135 0.00 A 2135 D Common Stock 2020-04-09 4 J 0 8783 0.00 A 20914 I See Note 10 Common Stock 2020-04-13 4 S 0 20914 8.5003 D 0 I See Note 10 New Enterprise Associates 14, L.P. ("NEA 14") made a pro rata distribution for no consideration of an aggregate of 4,000,000 shares of Common Stock of the Issuer to its general partner and its limited partners on April 9, 2020. The Reporting Person is a director of NEA 14 GP, LTD ("NEA 14 LTD"), which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of NEA 14, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest. NEA Partners 14 received 40,000 shares of Common Stock of the Issuer in the distribution by NEA 14 on April 9, 2020. The Reporting Person is a director of NEA 14 LTD, which is the sole general partner of NEA Partners 14, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA Partners 14 shares in which the Reporting Person has no pecuniary interest. NEA Partners 14 made a pro rata distribution for no consideration of an aggregate of 40,000 shares of Common Stock of the Issuer to its limited partners on April 9, 2020. NEA 14 Manager Fund, L.P. ("NEA 14 Manager Fund") received 20,000 shares of Common Stock of the Issuer in the distribution by NEA 14 on April 9, 2020. The Reporting Person is a director of NEA 14 LTD, which is the sole general partner of NEA 14 Manager Fund. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 14 Manager Fund in which the Reporting Person has no pecuniary interest. NEA 14 Manager Fund made a pro rata distribution for no consideration of an aggregate of 20,000 shares of Common Stock of the Issuer to its limited partners on April 9, 2020. New Enterprise Associates, LLC ("NEA LLC") received 77 shares of Common Stock of the Issuer in the distribution by NEA 14 on April 9, 2020. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest. NEA LLC received 12,054 shares of Common Stock of the Issuer in the distribution by NEA Partners 14 on April 9, 2020. The Reporting Person received 2,135 shares of Common Stock of the Issuer in the distribution by NEA Partners 14 on April 9, 2020. NEA LLC received 8,783 shares of Common Stock of the Issuer in the distribution by NEA 14 Manager Fund on April 9, 2020. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.44 to $8.55, 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 range set forth in this footnote (14) to this Form 4. /s/ Sasha Keough, Attorney-in-Fact 2020-04-13