| 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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020 | 3. Issuer Name and Ticker or Trading Symbol Merus N.V. [ MRUS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 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 Shares | 3,775 | D | |
| 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 | ||||
| Share Option (right to buy) | (1) | 06/17/2022 | Common Shares | 3,333 | (2) | D | |
| Share Option (right to buy) | (1) | 03/16/2023 | Common Shares | 4,700 | (2) | D | |
| Share Option (right to buy) | (1) | 10/30/2023 | Common Shares | 19,533 | (3) | D | |
| Share Option (right to buy) | (4) | 01/01/2027 | Common Shares | 15,739 | 21.11 | D | |
| Restricted Share Unit | (5) | (5) | Common Shares | 1,387 | (5) | D | |
| Share Option (right to buy) | (6) | 02/21/2028 | Common Shares | 21,000 | 17.94 | D | |
| Share Option (right to buy) | (7) | 02/20/2029 | Common Shares | 50,000 | 11.16 | D | |
| Explanation of Responses: |
| 1. These options are fully vested. |
| 2. Exercise price is denominated in Euros at 1.93. |
| 3. Exercise price is denominated in Euros at 7.20. |
| 4. Options vest over a four-year period from January 1, 2017. 25% vest on January 1, 2018 and in 36 equal monthly installments thereafter. |
| 5. Restricted stock units vest over a four-year period until January 1, 2021, in equal monthly installments. Restricted stock units convert into Issuer common stock on a one-for-one basis. There is no applicable conversion or exercise price. |
| 6. Options vest over a four-year period from January 1, 2018. 25% vest on January 1, 2019 and in 36 equal monthly installments thereafter. |
| 7. Options vest over a four-year period from January 1, 2019. 25% vest on January 1, 2020 and in 36 equal monthly installments thereafter. |
| Remarks: |
| The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2020. Exhibit 24 |
| /s/ Peter Silverman as attorney-in-fact | 01/02/2020 | |
| ** 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. | ||
