| 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) 12/20/2024 |
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 | 12,067,246 | D(1) | |
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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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are held of record by Nextech Crossover I SCSp ("Nextech Crossover LP"). Nextech Crossover I GP S.a. r.l. ("Nextech Crossover GP") is the general partner of Nextech Crossover LP and Ian Charoub, Costas Constantinides and Rocco Sgobbo are Managers of Nextech Crossover GP. Nextech Crossover GP and Messrs. Charoub, Constantinides and Sgobbo may be deemed to share voting and investment power with respect to the securities reported herein and disclaim beneficial ownership over such securities, except to the extent of its or his respective pecuniary interest therein, if any. |
| Remarks: |
| The Reporting Persons became the beneficial owners of greater than 10% of the Issuer's outstanding common stock as a result of a decrease in the number of shares outstanding, as described in the Issuer's Current Report on Form 8-K filed with the SEC on December 19, 2024, and not as a result of the acquisition of any securities by the Reporting Persons. |
| Nextech Crossover I SCSp, By Nextech Crossover I GP S.a r.l., its General Partner, By /s/ Ian Charoub and /s/ Costas Constantinides, Managers | 12/30/2024 | |
| Nextech Crossover I GP S.a r.l., By /s/ Ian Charoub and /s/ Costas Constantinides, Managers | 12/30/2024 | |
| /s/ Ian Charoub | 12/30/2024 | |
| /s/ Costas Constantinides | 12/30/2024 | |
| /s/ Rocco Sgobbo | 12/30/2024 | |
| ** 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 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. | ||
