| Item 1. | |
| (a) | Name of issuer:
MERSANA THERAPEUTICS, INC. |
| (b) | Address of issuer's principal executive
offices:
840 Memorial Drive, Cambridge, MA, 02139. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the 'Reporting Persons') are:
Nextech Crossover I SCSp ('Nextech Crossover LP')
Nextech Crossover I GP S.a r.l. ('Nextech Crossover GP')
Ian Charoub ('Charoub')
Costas Constantinides ('Constantinides')
Rocco Sgobbo ('Sgobbo')
The Reporting Persons expressly disclaim status as a 'group' for purposes of this Schedule 13G.
|
| (b) | Address or principal business office or, if
none, residence:
8 rue Lou Hemmer
L-1748 Luxembourg-Findel
Grand-Duche de Luxembourg
|
| (c) | Citizenship:
Nextech Crossover LP Luxembourg
Nextech Crossover GP Luxembourg
Charoub Sweden
Constantinides Cyprus
Sgobbo Switzerland
|
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
59045L106 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
Nextech Crossover LP directly holds 12,067,246 shares of Common Stock. Nextech Crossover GP serves as the sole general partner of Nextech Crossover LP and Charoub, Constantinides and Sgobbo are members of the board of managers of Nextech Crossover GP. Each of Nextech Crossover GP, Charoub, Constantinides and Sgobbo possesses power to direct the voting and disposition of the securities held by Samsara LP. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of Common Stock beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 115,649,928 shares of Common Stock outstanding as of December 20, 2024, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the 'SEC') on December 19, 2024. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
|
| | (ii) Shared power to vote or to direct the
vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)