| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/27/2017 |
3. Issuer Name and Ticker or Trading Symbol
Mersana Therapeutics, Inc. [ MRSN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 120,302 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Option to Purchase Common Stock | (1) | 05/07/2025 | Common Stock | 758,783 | 1.53 | D | |
| Option to Purchase Common Stock | (2) | 08/29/2026 | Common Stock | 158,958 | 4.1 | D | |
| Option to Purchase Common Stock | (3) | 03/13/2027 | Common Stock | 66,666 | 6.98 | D | |
| Series B-1 Convertible Preferred Stock | (4) | (4) | Common Stock | 72,263 | (4) | I | By Kinney/Protopapas Family Irrevocable Trust(5) |
| Explanation of Responses: |
| 1. The original option grant for 879,085 option shares vested 25% on March 2, 2016 and in equal quarterly installments thereafter. |
| 2. The options vest in equal quarterly installments over the first four years after the vesting commencement date, July 1, 2016. |
| 3. The options vest in equal quarterly installments over the first four years after the vesting commencement date, March 14, 2017. |
| 4. 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. |
| 5. These securities are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit List Exhibit 24 - Power of Attorney |
| /s/ Eva M. Jack, as Attorney-In-Fact | 06/27/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eva M. Jack with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Mersana Therapeutics, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of June, 2017.
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/s/ Anna Protopapas |
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Anna Protopapas |
[Signature Page to Limited Power of Attorney]