Sec Form 4 Filing - New Enterprise Associates 14, L.P. @ Mersana Therapeutics, Inc. - 2019-03-05

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
New Enterprise Associates 14, L.P.
2. Issuer Name and Ticker or Trading Symbol
Mersana Therapeutics, Inc. [ MRSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1954 GREENSPRING DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2019
(Street)
TIMONIUM, MD21093
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 03/05/2019 P 3,750,000 A $ 4 11,890,138 D ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
New Enterprise Associates 14 , L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Sonsini Peter W.
2855 SAND HILL ROAD
MENLO PARK, CA94025
X
NEA 14 GP, LTD
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
NEA Partners 14, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
BARRIS PETER J
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
BASKETT FOREST
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Florence Anthony A. Jr.
5425 WISCONSIN AVENUE
SUITE 800
CHEVY CHASE, MD20815
X
KERINS PATRICK J
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Signatures
/s/ Sasha Keough, attorney-in-fact 03/06/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are directly held by NEA 14 and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, David M. Mott, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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