Officer Hughes-Wilson Alexandra exercised 208,333 units of American Depositary Shares representing Ordinary Shares at a strike of $0.99, increasing direct ownership by 603% to 242,881 units (SEC Form 4)
$MREO
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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Mereo BioPharma Group plc [ MREO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| American Depositary Shares representing Ordinary Shares(1) | 09/11/2024 | M | 40,000(2) | A | $0 | 74,548 | D | |||
| American Depositary Shares representing Ordinary Shares(1) | 09/11/2024 | M | 93,333 | A | $1.4 | 167,881 | D | |||
| American Depositary Shares representing Ordinary Shares(1) | 09/11/2024 | M | 75,000 | A | $1.01 | 242,881 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Based Restricted Stock Unit | $0 | 09/11/2024 | M | 40,000 | 09/11/2024 | 01/25/2025 | American Depository Shares(1) | 40,000 | $0 | 0 | D | ||||
| Share Options (Right to buy) | $1.4 | 09/11/2024 | M | 93,333 | (3) | 01/14/2032 | American Depository Shares(1) | 93,333 | $1.4 | 0 | D | ||||
| Share Options (Right to buy) | $1.01 | 09/11/2024 | M | 75,000 | (4) | 01/25/2033 | American Depository Shares(1) | 75,000 | $1.01 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each American Depositary Share ("ADS") represents five ordinary shares, nominal value GBP 0.003 per ordinary share, of the Issuer. |
| 2. Represents performance-based restricted stock unit earned under the issuer's 2019 Employee Incentive Plan (the "Plan"), that vested on September 11, 2024 based on satisfaction of ADS price threshold values over a two year performance period. |
| 3. 160,000 options were issued on 01/14/2022 and 25% of the shares underlying this award became exercisable on January 14, 2023, with the remainder vesting in equal monthly installments thereafter. |
| 4. 240,000 options were issued on 01/25/2023 and 25% of the shares underlying this award became exercisable on January 25, 2024, with the remainder vesting in equal monthly installments thereafter. |
| Remarks: |
| Chief Patient Access and Commercial Planning |
| /s/ Christine Fox, by power of attorney | 09/13/2024 | |
| ** 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. | ||