4//SEC Filing
Mandelia Ashish 4
Accession 0001104659-26-001375
CIK 0001442836other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 4:44 PM ET
Size
44.4 KB
Accession
0001104659-26-001375
Insider Transaction Report
Form 4
Mandelia Ashish
VP, Chief Accounting Officer
Transactions
- Disposition from Tender
Common Stock
2026-01-06−2,300→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,687→ 0 totalExercise: $16.01→ Common Stock (1,687 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,312→ 0 totalExercise: $16.01→ Common Stock (1,312 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−2,870→ 0 totalExercise: $99.75→ Common Stock (2,870 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−555→ 0 totalExercise: $154.00→ Common Stock (555 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−44→ 0 totalExercise: $154.00→ Common Stock (44 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−310→ 0 totalExercise: $527.25→ Common Stock (310 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−773→ 0 totalExercise: $527.25→ Common Stock (773 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−359→ 0 totalExercise: $157.00→ Common Stock (359 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−788→ 0 totalExercise: $157.00→ Common Stock (788 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−722→ 0 totalExercise: $151.50→ Common Stock (722 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,183→ 0 totalExercise: $151.50→ Common Stock (1,183 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,157→ 0 totalExercise: $75.50→ Common Stock (1,157 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,842→ 0 totalExercise: $75.50→ Common Stock (1,842 underlying) - Disposition to Issuer
Restricted Stock Units
2026-01-06−192→ 0 totalExercise: $0.00→ Common Stock (192 underlying) - Disposition to Issuer
Restricted Stock Units
2026-01-06−212→ 0 totalExercise: $0.00→ Common Stock (212 underlying) - Disposition to Issuer
Restricted Stock Units
2026-01-06−500→ 0 totalExercise: $0.00→ Common Stock (500 underlying) - Disposition to Issuer
Restricted Stock Units
2026-01-06−666→ 0 totalExercise: $0.00→ Common Stock (666 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Emerald Merger Sub, Inc. ("Purchaser"), dated as of November 12, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the Offer were exchanged for: (i) $25.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Upfront Cash Consideration"), plus (ii) one non-tradeable contingent value right per Share (each, a "CVR"),
- [F2](continued from footnote 1) which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per CVR in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent (the Upfront Cash Consideration plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer, effective as of January 6, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
- [F3]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Upfront Cash Consideration (each, a "Cash-Out Option"), became fully vested and was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, (i) the Offer Price minus (ii) the exercise price payable per share of Common Stock underlying such Cash-Out Option.
- [F4]Pursuant to the terms of the Merger Agreement, effective as of 10 business days prior to the closing of the Merger (the "Acceleration Date"), each Issuer Option then outstanding and unexercised that had an exercise price per Share that was equal to or greater than the Upfront Cash Consideration (each, an "OTM Option"), became fully vested and exercisable up to and through the closing of regular trading on the Nasdaq Stock Market on the fifth business day following the Acceleration Date (the "Last Exercise Date"). OTM Options not exercised on or prior to the Last Exercise Date were cancelled and ceased to exist as of the Effective Time, and no consideration was delivered in exchange for such OTM Option.
- [F5]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Company restricted stock unit award, which represented the right to receive one share of Common Stock, that was then outstanding was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, the Offer Price.
Documents
Issuer
Mersana Therapeutics, Inc.
CIK 0001442836
Entity typeother
Related Parties
1- filerCIK 0001782805
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 4:44 PM ET
- Size
- 44.4 KB