Director Hack Andrew A. F. closing all direct ownership in the company (SEC Form 4)
$MRSN
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Mersana Therapeutics, Inc. [ MRSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/06/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/06/2026 | U(1)(2) | 578 | D | (1)(2) | 0 | D | |||
| Common Stock | 01/06/2026 | U(1)(2) | 346,545 | D | (1)(2) | 0 | I | See Footnote(5) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $9.0775 | 01/06/2026 | D | 2,460 | (3) | (3) | Common Stock | 2,460 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $125 | 01/06/2026 | D | 2,088 | (4) | (4) | Common Stock | 2,088 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $306.75 | 01/06/2026 | D | 400 | (4) | (4) | Common Stock | 400 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $107.75 | 01/06/2026 | D | 1,000 | (4) | (4) | Common Stock | 1,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $572.5 | 01/06/2026 | D | 368 | (4) | (4) | Common Stock | 368 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $527.25 | 01/06/2026 | D | 118 | (4) | (4) | Common Stock | 118 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $372.5 | 01/06/2026 | D | 1,002 | (4) | (4) | Common Stock | 1,002 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $161 | 01/06/2026 | D | 439 | (4) | (4) | Common Stock | 439 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $90.5 | 01/06/2026 | D | 1,800 | (4) | (4) | Common Stock | 1,800 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $216 | 01/06/2026 | D | 734 | (4) | (4) | Common Stock | 734 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $56.5 | 01/06/2026 | D | 2,200 | (4) | (4) | Common Stock | 2,200 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Emerald Merger Sub, Inc. ("Purchaser"), dated as of November 12, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the Offer were exchanged for: (i) $25.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Upfront Cash Consideration"), plus (ii) one non-tradeable contingent value right per Share (each, a "CVR"), |
| 2. (continued from footnote 1) which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per CVR in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent (the Upfront Cash Consideration plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer, effective as of January 6, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. |
| 3. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Upfront Cash Consideration (each, a "Cash-Out Option"), became fully vested and was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, (i) the Offer Price minus (ii) the exercise price payable per share of Common Stock underlying such Cash-Out Option. |
| 4. Pursuant to the terms of the Merger Agreement, effective as of 10 business days prior to the closing of the Merger (the "Acceleration Date"), each Issuer Option then outstanding and unexercised that had an exercise price per Share that was equal to or greater than the Upfront Cash Consideration (each, an "OTM Option"), became fully vested and exercisable up to and through the closing of regular trading on the Nasdaq Stock Market on the fifth business day following the Acceleration Date (the "Last Exercise Date"). OTM Options not exercised on or prior to the Last Exercise Date were cancelled and ceased to exist as of the Effective Time, and no consideration was delivered in exchange for such OTM Option. |
| 5. Represents shares of Common Stock held directly by Bain Capital Life Sciences Fund II, L.P. ("BCLS II"), BCIP Life Sciences Associates, LP ("BCIPLS") and BCLS II Investco, LP ("BCLS II Investco" and, together with BCLS II and BCIPLS, the "Bain Capital Life Sciences Entities"). Bain Capital Life Sciences Investors, LLC ("BCLSI") (i) is the ultimate general partner of each of BCLS II and BCLS II Investco and (ii) governs the investment strategy and decision-making process with respect to investments held by BCIPLS. The Reporting Person is a Partner of BCLSI. As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Life Sciences Entities. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| /s/ Andrew Hack | 01/06/2026 | |
| ** 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 4 (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. | ||