SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bender Jeremy

(Last)

(First)

(Middle)

C/O MEREO BIOPHARMA GROUP PLC

4TH FLOOR, ONE CAVENDISH PLACE

(Street)

LONDON

W1G 0QF

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
Mereo Biopharma Group plc [ MREO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Options (Right to buy)	⁽²⁾	01/19/2031	American Depositary Shares⁽¹⁾	22,000	$3.32	D
Share Options (Right to buy)	⁽²⁾	02/01/2031	American Depositary Shares⁽¹⁾	31,500	$2.72	D
Share Options (Right to buy)	⁽²⁾	02/01/2032	American Depositary Shares⁽¹⁾	55,000	$1.31	D
Share Options (Right to buy)	⁽³⁾	02/01/2033	American Depositary Shares⁽¹⁾	55,000	$0.94	D
Deferred Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	American Depositary Shares⁽¹⁾	100,446	⁽⁴⁾	D

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents five ordinary shares, nominal value GBP 0.003 per ordinary share, of the Issuer.

2. This award is fully vested and exercisable.

3. Vests in substantially equal monthly installments over a one year period from the February 1, 2023 grant date.

4. Each deferred restricted stock unit ("DRSU") was granted to non-executive directors who elected to receive DRSUs in the form of ADSs in lieu of annual cash compensation. DRSUs vest in substantially equal monthly installments over the plan year following the grant date. Payment of DRSUs in ADSs will generally be made 180 days following separation of service.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Christine Fox, by power of attorney	01/02/2024
	** 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 5 (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.