0000315066-17-002493.txt : 20170627 0000315066-17-002493.hdr.sgml : 20170627 20170627210132 ACCESSION NUMBER: 0000315066-17-002493 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170627 FILED AS OF DATE: 20170627 DATE AS OF CHANGE: 20170627 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38129 FILM NUMBER: 17933593 BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER NAME: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2017-06-27 0 0001442836 Mersana Therapeutics, Inc. MRSN 0000315066 FMR LLC 245 SUMMER STREET BOSTON MA 02210 0 0 1 1 See Remark 1 Common Stock 383357 I by F-Prime Capital Partners Healthcare Fund LP Common Stock 2597 I by F-Prime Capital Partners HC Principals Fund LP Warrant 0.05 2013-09-27 2023-09-27 Common Stock 19126 I F-Prime Capital Partners Healthcare Fund III LP Series A-1 Convertible Preferred Stock Common Stock 718375 I F-Prime Capital Partners Healthcare Fund III LP Series B-1 Convertible Preferred Stock Common Stock 611606 I F-Prime Capital Partners Healthcare Fund III LP The Series A-1 and B-1 Convertible Preferred Stock are convertible on a one-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and have no expiration date. Remark 1: Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein. Remark 3: F-Prime Capital Partners Healthcare Advisors Fund III LP is the general partner of F-Prime Capital Partners Healthcare Fund III LP. F-Prime Capital Partners Healthcare Advisors Fund LP is the general partner of F-Prime Capital Partners Healthcare Fund LP and F-Prime Capital Partners HC Principals Fund LP. F-Prime Capital Partners Healthcare Advisors Fund III LP and F-Prime Capital Partners Healthcare Advisors Fund LP are solely managed by Impresa Management LLC, their general partner and investment manager. Impresa Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family. Marc R. Bryant, Duly authorized under Powers of Attorney, by and on behalf of FMR LLC and its direct and indirect subsidiaries, and Abigail P. Johnson 2017-06-27