Mersana Therapeutics, Inc. — Director's Dealing 2020

Apr 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mersana Therapeutics, Inc. (MRSN)
CIK: 0001442836
Period of Report: 2019-08-28

Reporting Person: New Enterprise Associates 14, L.P. (10% Owner)
Reporting Person: Sonsini Peter W. (10% Owner)
Reporting Person: BASKETT FOREST (10% Owner)
Reporting Person: Florence Anthony A. Jr. (10% Owner)
Reporting Person: KERINS PATRICK J (10% Owner)
Reporting Person: NEA 14 GP, LTD (10% Owner)
Reporting Person: NEA Partners 14, L.P. (10% Owner)
Reporting Person: SANDELL SCOTT D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-28	Common Stock	X	70593	$0.05	Acquired	11960731	Direct
2019-08-28	Common Stock	S	1211	$2.91	Disposed	11959520	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-28	Stock Purchase Warrant (right to buy)	$0.05	X	70593	Disposed	2023-09-27	Common Stock (70593)	Direct

Footnotes

F1: 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 Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Scott D. Sandell and Peter Sonsini. 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.

F2: On August 28, 2019, NEA 14 exercised a stock purchase warrant to purchase 70,593 shares of the Issuer's common stock for $0.05 per share. NEA 14 paid the exercise price on a cashless exercise basis resulting in the Issuer withholding 1,211 of the warrant shares to pay the exercise price and issuing NEA 14 the remaining 69,382 shares.