SEC Form 4 · accession 0001209191-17-044146

Mersana Therapeutics, Inc. · MRSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

10% Owner

Period of report

Jul 3, 2017

Accepted (ET)

Jul 6, 2017 · 5:17 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 Stock^F1,F2,F3	Jul 3, 2017	C	7,140,138	—	A	7,140,138	I	See Note 3
Common Stock^F3	Jul 3, 2017	P	1,000,000	$15.00	A	8,140,138	I	See Note 3

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Preferred Stock^F3,F2	—	Jul 3, 2017	C	11,931,173	D	—	—	Common Stock	2,647,241	I
Series B-1 Preferred Stock^F3,F2	—	Jul 3, 2017	C	18,001,419	D	—	—	Common Stock	4,000,314	I
Series C-1 Preferred Stock^F3,F2	—	Jul 3, 2017	C	2,216,626	D	—	—	Common Stock	492,583	I

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 Reporting Person is a director of NEA 14 GP, 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 New Enterprise Associates 14, L.P. ("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.