4//SEC Filing
Alleva Lawrence M 4
Accession 0001104659-26-001377
CIK 0001442836other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 4:48 PM ET
Size
56.4 KB
Accession
0001104659-26-001377
Insider Transaction Report
Form 4
Alleva Lawrence M
Director
Transactions
- Disposition from Tender
Common Stock
2026-01-06−578→ 0 total - Disposition from Tender
Common Stock
2026-01-06−84→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−2,460→ 0 totalExercise: $9.08→ Common Stock (2,460 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−800→ 0 totalExercise: $437.50→ Common Stock (800 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−142→ 0 totalExercise: $434.75→ Common Stock (142 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−400→ 0 totalExercise: $306.75→ Common Stock (400 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−544→ 0 totalExercise: $107.75→ Common Stock (544 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,000→ 0 totalExercise: $107.75→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−450→ 0 totalExercise: $134.00→ Common Stock (450 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−368→ 0 totalExercise: $572.50→ Common Stock (368 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−133→ 0 totalExercise: $527.25→ Common Stock (133 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,002→ 0 totalExercise: $372.50→ Common Stock (1,002 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−546→ 0 totalExercise: $161.00→ Common Stock (546 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−1,800→ 0 totalExercise: $90.50→ Common Stock (1,800 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−181→ 0 totalExercise: $106.25→ Common Stock (181 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−734→ 0 totalExercise: $216.00→ Common Stock (734 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−215→ 0 totalExercise: $85.50→ Common Stock (215 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−561→ 0 totalExercise: $31.50→ Common Stock (561 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−310→ 0 totalExercise: $56.75→ Common Stock (310 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−159→ 0 totalExercise: $110.50→ Common Stock (159 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−2,200→ 0 totalExercise: $56.50→ Common Stock (2,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−358→ 0 totalExercise: $49.25→ Common Stock (358 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−384→ 0 totalExercise: $45.75→ Common Stock (384 underlying) - Disposition to Issuer
Stock Option (right to buy)
2026-01-06−500→ 0 totalExercise: $35.00→ Common Stock (500 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]The securities were held directly by the Lawrence M. Alleva Revocable Trust.
Documents
Issuer
Mersana Therapeutics, Inc.
CIK 0001442836
Entity typeother
Related Parties
1- filerCIK 0001553053
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 4:48 PM ET
- Size
- 56.4 KB