| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Merus N.V. [ MRUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/10/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 06/10/2024 | M | 500 | A | (1) | 7,502 | D | |||
| Common Shares | 06/10/2024 | M | 500 | A | (2) | 8,002 | D | |||
| Common Shares | 06/10/2024 | S | 1,000 | D | $53.224 | 7,002 | D | |||
| Common Shares | 06/12/2024 | M | 2,000 | A | (3) | 9,002 | D | |||
| Common Shares | 06/12/2024 | M | 2,000 | A | (2) | 11,002 | D | |||
| Common Shares | 06/12/2024 | M | 1,000 | A | (1) | 12,002 | D | |||
| Common Shares | 06/12/2024 | M | 300 | A | (4) | 12,302 | D | |||
| Common Shares | 06/12/2024 | M | 2,000 | A | (5) | 14,302 | D | |||
| Common Shares | 06/12/2024 | S | 7,300 | D | $57.84 | 7,002 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Share Option (right to buy) | $13.23(1) | 06/10/2024 | M | 500 | (6) | 06/06/2029 | Common Shares | 500 | $0 | 7,500 | D | ||||
| Share Option (right to buy) | $16.07(2) | 06/10/2024 | M | 500 | (7) | 02/02/2033 | Common Shares | 500 | $0 | 17,500 | D | ||||
| Share Option (right to buy) | $20.15(3) | 06/12/2024 | M | 2,000 | (8) | 06/02/2031 | Common Shares | 2,000 | $0 | 6,500 | D | ||||
| Share Option (right to buy) | $16.07(2) | 06/12/2024 | M | 2,000 | (7) | 02/02/2033 | Common Shares | 2,000 | $0 | 15,500 | D | ||||
| Share Option (right to buy) | $13.23(1) | 06/12/2024 | M | 1,000 | (6) | 06/06/2029 | Common Shares | 1,000 | $0 | 6,500 | D | ||||
| Share Option (right to buy) | $25.62(4) | 06/12/2024 | M | 300 | (9) | 02/14/2032 | Common Shares | 300 | $0 | 700 | D | ||||
| Share Option (right to buy) | $18.61(5) | 06/12/2024 | M | 2,000 | (10) | 02/14/2030 | Common Shares | 2,000 | $0 | 12,700 | D | ||||
| Explanation of Responses: |
| 1. Represents the exercise price of the options originally granted on June 6, 2019. |
| 2. Represents the exercise price of the options originally granted on February 2, 2023. |
| 3. Represents the exercise price of the options originally granted on June 2, 2021. |
| 4. Represents the exercise price of the options originally granted on February 14, 2022. |
| 5. Represents the exercise price of the options originally granted on February 14, 2020. |
| 6. Options vest over a four-year period from April 22, 2019. 25% vest on April 22, 2020 and in 36 equal monthly installments thereafter. |
| 7. Options vest over a four-year period from January 1, 2023. 25% vest on January 1, 2024 and in 36 equal monthly installments thereafter. |
| 8. Options vest over a four-year period commencing May 28, 2021. 25% vest after one year and in 36 equal monthly installments thereafter. |
| 9. Options vest over a one-year period from January 3, 2022. 50% vest on July 3, 2022 and in 6 equal monthly installments thereafter. |
| 10. Options vest over a four-year period from January 1, 2020. 25% vest on January 1, 2021 and in 36 equal monthly installments thereafter. |
| /s/ Peter Silverman as attorney-in-fact | 06/12/2024 | |
| ** 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 4 (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. | ||
