Mersana Therapeutics, Inc. — Director's Dealing 2017

Jul 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mersana Therapeutics, Inc. (MRSN)
CIK: 0001442836
Period of Report: 2017-07-03

Reporting Person: New Enterprise Associates 14, L.P. (10% Owner)
Reporting Person: NEA Partners 14, L.P. (10% Owner)
Reporting Person: NEA 14 GP, LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-03	Common Stock	C	7140138	—	Acquired	7140138	Direct
2017-07-03	Common Stock	P	1000000	$15.00	Acquired	8140138	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-03	Series A-1 Preferred Stock	$	C	11931173	Disposed		Common Stock (2647241)	Direct
2017-07-03	Series B-1 Preferred Stock	$	C	18001419	Disposed		Common Stock (4000314)	Direct
2017-07-03	Series C-1 Preferred Stock	$	C	2216626	Disposed		Common Stock (492583)	Direct

Footnotes

F1: The total represents shares received upon conversion of Series A-1, Series B-1 and Series C-1 Convertible Preferred Stock.

F2: Upon 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.

F3: The 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.