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* WYZGA MICHAEL S (Last) (First) (Middle) C/O MEREO BIOPHARMA GROUP PLC 4TH FLOOR, ONE CAVENDISH PLACE (Street) LONDON X0 W1G 0QF (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2024	3. Issuer Name and Ticker or Trading Symbol Mereo Biopharma Group plc [ MREO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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)

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 Options (Right to buy)	(2)	05/20/2029	American Depositary Shares(1)	5,500	$5.4	D
Share Options (Right to buy)	(2)	07/23/2029	American Depositary Shares(1)	5,500	$3	D
Share Options (Right to buy)	(2)	02/20/2030	American Depositary Shares(1)	11,000	$1.84	D
Share Options (Right to buy)	(2)	02/01/2031	American Depositary Shares(1)	31,500	$2.72	D
Share Options (Right to buy)	(2)	02/01/2032	American Depositary Shares(1)	55,000	$1.31	D
Share Options (Right to buy)	(3)	02/01/2033	American Depositary Shares(1)	55,000	$0.94	D
Deferred Restricted Stock Units	(4)	(4)	American Depositary Shares(1)	217,296	(4)	D

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents five ordinary shares, nominal value GBP 0.003 per ordinary share, of the Issuer.

2. This award is fully vested and exercisable.

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

4. Each deferred restricted stock unit ("DRSU") was granted to non-executive directors who elected to receive DRSUs in the form of ADSs in lieu of annual cash compensation. DRSUs vest in substantially equal monthly installments over the plan year following the grant date. Payment of DRSUs in ADSs will generally be made 180 days following separation of service.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Christine Fox, by power of attorney	01/02/2024
	** 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 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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