Merus (MRUS) Form 3 Merus / Hui Liu ownership change

SEC Form 3

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^*

Liu Hui

(Last) (First) (Middle)

C/O MERUS N.V.

YALELAAN 62

(Street)

UTRECHT P7 3584 CM

(City) (State) (Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CBO & Head of Merus US

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	30,000	D
Common Shares	20,369	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	12/16/2023	Common Shares	98,085	(2)	D
Share Option (right to buy)	(3)	01/01/2027	Common Shares	85,156	21.11	D
Share Option (right to buy)	(4)	02/21/2028	Common Shares	17,364	17.94	D
Share Option (right to buy)	(4)	02/21/2028	Common Shares	11,636	17.94	D
Share Option (right to buy)	(4)	04/04/2028	Common Shares	14,000	18.25	D
Share Option (right to buy)	(5)	02/20/2029	Common Shares	61,500	11.16	D
Share Option (right to buy)	(5)	02/20/2029	Common Shares	8,500	11.16	D
Share Option (right to buy)	(6)	07/30/2029	Common Shares	20,000	15.77	D
Restricted Share Unit	(7)	(7)	Common Shares	7,562	(7)	D

Explanation of Responses:

1. These options are fully vested.

2. Exercise price is denominated in Euros at 7.20.

3. Options vest over a four-year period from January 1, 2017. 25% vest on January 1, 2018 and in 36 equal monthly installments thereafter.

4. Options vest over a four-year period from January 1, 2018. 25% vest on January 1, 2019 and in 36 equal monthly installments thereafter.

5. Options vest over a four-year period from January 1, 2019. 25% vest on January 1, 2020 and in 36 equal monthly installments thereafter.

6. Options vest over a four-year period from July 1, 2019 in 48 equal monthly installments.

7. 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.

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).
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