Mersana Therapeutics, Inc. — Director's Dealing 2017

Jun 28, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Mersana Therapeutics, Inc. (MRSN)
CIK: 0001442836
Period of Report: 2017-06-27

Reporting Person: Viswanathan Ravi (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Common Stock (2647241)		Indirect
Series B-1 Preferred Stock	$		Common Stock (4000314)		Indirect
Series C-1 Preferred Stock	$		Common Stock (492583)		Indirect
Stock Purchase Warrant (right to buy)	$0.05	2023-09-27	Common Stock (70593)		Indirect

Footnotes

F1: The Series A-1 Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a public offering of the registrant. There is no expiration date for the Series A-1 Convertible Preferred Stock.

F2: The 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.

F3: The Series B-1 Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a public offering of the registrant. There is no expiration date for the Series B-1 Convertible Preferred Stock.

F4: The Series C-1 Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a public offering of the registrant. There is no expiration date for the Series C-1 Convertible Preferred Stock.