SEC Form 4 · accession 0001209191-17-044142
Mersana Therapeutics, Inc. · MRSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
New Enterprise Associates 14, L.P.
10% Owner
NEA Partners 14, L.P.
10% Owner
NEA 14 GP, LTD
10% Owner
Period of report
Jul 3, 2017
Accepted (ET)
Jul 6, 2017 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001442836
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 3, 2017 | C | 7,140,138 | — | A | 7,140,138 | D | |
| Common StockF3 | Jul 3, 2017 | P | 1,000,000 | $15.00 | A | 8,140,138 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF3,F2 | — | Jul 3, 2017 | C | 11,931,173 | D | — | — | Common Stock | 2,647,241 | 0 | D |
| Series B-1 Preferred StockF3,F2 | — | Jul 3, 2017 | C | 18,001,419 | D | — | — | Common Stock | 4,000,314 | 0 | D |
| Series C-1 Preferred StockF3,F2 | — | Jul 3, 2017 | C | 2,216,626 | D | — | — | Common Stock | 492,583 | 0 | D |
Explanation of responses
- F1The total represents shares received upon conversion of Series A-1, Series B-1 and Series C-1 Convertible Preferred Stock.
- F2Upon closing of the Issuer's initial public offering, each share of Series A-1, Series B-1 and Series C-1 Convertible Preferred Stock automatically converted into .22222 shares of Common Stock without payment of further consideration. There was no expiration date for the Series A-1, Series B-1 or Series C-1 Convertible Preferred Stock.
- F3The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, David M. Mott, Scott D. Sandell, Peter W. Sonsini and Ravi Viswanathan. The Indirect Reporting Persons disclaim 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 securities in which the Indirect Reporting Persons have no pecuniary interest.