Mersana Therapeutics (MRSN) SVP details option and RSU treatment in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mersana Therapeutics, Inc. filed a Form 4 for SVP, Chief Development Bala Mohan tied to the closing of its merger with Day One Biopharmaceuticals, Inc. On completion of a tender offer under a Merger Agreement, Mersana common shares tendered were exchanged for $25.00 per share in cash, plus one contingent value right (CVR) per share, with each CVR eligible for up to an additional $30.25 in cash upon specified milestones. After the tender offer, Emerald Merger Sub, Inc. merged with Mersana, which became a wholly owned subsidiary of Day One as of January 6, 2026.
Consistent with the Merger Agreement, Mohan’s outstanding in-the-money stock options became fully vested, were cancelled, and converted into cash rights equal to the offer price minus the option exercise price per share. Out-of-the-money options became fully vested but, if not exercised by the stated last exercise date, were cancelled at the effective time with no payment. Outstanding restricted stock units were cancelled and converted into the right to receive the same cash-and-CVR offer price per underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Bala Mohan
Role
SVP, Chief Development
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,515 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 7,734 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,853 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,646 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,053 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,246 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,190 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 9,309 | $0.00 | -- |
| Disposition | Restricted Stock Units | 700 | $0.00 | -- |
| Disposition | Restricted Stock Units | 1,750 | $0.00 | -- |
| Disposition | Restricted Stock Units | 2,500 | $0.00 | -- |
| U | Common Stock | 2,927 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- 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"), (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. 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. 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. 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.
FAQ
What does this Form 4 show for Mersana Therapeutics (MRSN)?
It shows how SVP, Chief Development Bala Mohan’s common stock, stock options, and restricted stock units in Mersana Therapeutics, Inc. were cancelled or converted into cash and contingent value rights in connection with the company’s merger with Day One Biopharmaceuticals, Inc..
When did the Mersana–Day One merger become effective?
After completion of the tender offer, Emerald Merger Sub, Inc. merged with Mersana Therapeutics, Inc., with Mersana surviving as a wholly owned subsidiary of Day One Biopharmaceuticals, Inc. The merger became effective as of January 6, 2026.
How were in-the-money Mersana stock options treated in this transaction?
Under the Merger Agreement, each outstanding unexercised stock option with an exercise price below the $25.00 upfront cash consideration became fully vested and was automatically cancelled and converted into a right to receive the offer price minus the option exercise price for each underlying share, in cash and CVRs, subject to tax withholding.
What happened to out-of-the-money Mersana stock options held by the insider?
Out-of-the-money options, with exercise prices at or above the $25.00 upfront cash consideration, became fully vested and exercisable from the acceleration date through the close of regular Nasdaq trading on the fifth business day after that date. Any such options not exercised by that last exercise date were cancelled at the effective time with no consideration paid.
How were Mersana restricted stock units (RSUs) handled in the merger?
Immediately prior to the effective time, each outstanding restricted stock unit representing one share of common stock was automatically cancelled and converted into the right to receive the same offer price per unit, consisting of $25.00 in cash plus one CVR, subject to applicable tax withholding.