| CUSIP No. 589492107 | SCHEDULE 13G | Page 4 of 8 Pages |
| Item 1. | | (a) Name of Issuer |
Mereo BioPharma Group plc
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
4th Floor, One Cavendish Place
London, W1G 0QF, United Kingdom
| Item 2. | | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Mangrove Partners IM, LLC, a Delaware limited liability company, is located at c/o Delaware Corporations LLC, 1000 N. West Street, Suite 1501, Wilmington, DE 19801
Nathaniel August, a United States citizen, is located at 2 Sound View Drive, 3rd Floor, Greenwich, Connecticut 06830
The shares of the Issuer which are the subject of this SCHEDULE 13G (the “Shares”) are held by the Mangrove Partners Master Fund, Ltd., a Cayman Islands limited liability company (“Master Fund”). Beneficial ownership of the Shares is claimed by (i) Mangrove Partners IM, LLC which serves as the investment manager of the Master Fund, and (ii) Nathaniel August who is the principal of Mangrove Partners IM, LLC.
| Item 2. | | (d) Title of Class of Securities |
American Depository Receipts (Five Ordinary Shares, par value £0.003 per share)
589492107
| CUSIP No. 589492107 | SCHEDULE 13G | Page 5 of 8 Pages |
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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); |
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| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| | (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (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); |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| | | | Not Applicable |
| CUSIP No. 589492107 | SCHEDULE 13G | Page 6 of 8 Pages |
Item 4. Ownership
Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2023, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined based on the sum of 701,217,089 Shares outstanding as of September 7, 2023, as the Issuer reported in its 6-K, filed with the SEC on September 7, 2023.
The filing of this SCHEDULE 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five 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
See disclosures in Item 2 and Exhibit I.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a -11.
| CUSIP No. 589492107 | SCHEDULE 13G | Page 7 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
