SEC Form SC 13G/A filed by Mersana Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mersana Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
59045L106
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
x
¨ |
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 59045L106 | Page 2 of 14 |
| 1. |
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P. | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 3 of 14 |
| 1. |
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 4 of 14 |
| 1. |
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P. | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 5 of 14 |
| 1. |
Names of Reporting Persons
VHCP Management III, LLC | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 6 of 14 |
| 1. |
Names of Reporting Persons
VHCP Management EG, LLC | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 7 of 14 |
| 1. |
Names of Reporting Persons
Shah, Nimish | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
United States | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9) 9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 8 of 14 |
| 1. |
Names of Reporting Persons
Koh, Bong | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
United States | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
11,328,000 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
11,328,000 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,000 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.4% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
| (1) | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
| (3) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| CUSIP No. 59045L106 | Page 9 of 14 |
| Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of the Common Stock of Mersana Therapeutics, Inc. |
| Item 1. | |||
| (a) |
Name of Issuer
Mersana Therapeutics, Inc. | ||
| (b) |
Address of Issuer’s Principal Executive Offices
840 Memorial Drive Cambridge, MA 02139 | ||
| Item 2. | |||
| (a) |
Name of Person Filing
Venrock Healthcare Capital Partners III, L.P. VHCP Co-Investment Holdings III, LLC Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC VHCP Management EG, LLC Nimish Shah Bong Koh | ||
| (b) |
Address of Principal Business Office or, if none, Residence | ||
| New York Office: | Palo Alto Office: | ||
| 7 Bryant Park | 3340 Hillview Avenue | ||
| 23rd Floor | Palo Alto, CA 94304 | ||
| New York, NY 10018 | |||
| (c) |
Citizenship
All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens. | ||
| (d) |
Title of Class of Securities
Common Stock, $0.0001 par value | ||
| (e) |
CUSIP Number
59045L106 | ||
| CUSIP No. 59045L106 | Page 10 of 14 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned as of December 31, 2023: | |
| Venrock Healthcare Capital Partners III, L.P. | 11,328,000 (1) | |||
| VHCP Co-Investment Holdings III, LLC | 11,328,000 (1) | |||
| Venrock Healthcare Capital Partners EG, L.P. | 11,328,000 (1) | |||
| VHCP Management III, LLC | 11,328,000 (1) | |||
| VHCP Management EG, LLC | 11,328,000 (1) | |||
| Nimish Shah | 11,328,000 (1) | |||
| Bong Koh | 11,328,000 (1) |
| (b) | Percent of class as of December 31, 2023: |
| Venrock Healthcare Capital Partners III, L.P. | 9.4% (2) | |||
| VHCP Co-Investment Holdings III, LLC | 9.4% (2) | |||
| Venrock Healthcare Capital Partners EG, L.P. | 9.4% (2) | |||
| VHCP Management III, LLC | 9.4% (2) | |||
| VHCP Management EG, LLC | 9.4% (2) | |||
| Nimish Shah | 9.4% (2) | |||
| Bong Koh | 9.4% (2) |
| (c) | Number of shares as to which the person has, as of December 31, 2023: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| Venrock Healthcare Capital Partners III, L.P. | 0 | |||
| VHCP Co-Investment Holdings III, LLC | 0 | |||
| Venrock Healthcare Capital Partners EG, L.P. | 0 | |||
| VHCP Management III, LLC | 0 | |||
| VHCP Management EG, LLC | 0 | |||
| Nimish Shah | 0 | |||
| Bong Koh | 0 |
| CUSIP No. 59045L106 | Page 11 of 14 |
| (ii) | Shared power to vote or to direct the vote: |
| Venrock Healthcare Capital Partners III, L.P. | 11,328,000 (1) | |||
| VHCP Co-Investment Holdings III, LLC | 11,328,000 (1) | |||
| Venrock Healthcare Capital Partners EG, L.P. | 11,328,000 (1) | |||
| VHCP Management III, LLC | 11,328,000 (1) | |||
| VHCP Management EG, LLC | 11,328,000 (1) | |||
| Nimish Shah | 11,328,000 (1) | |||
| Bong Koh | 11,328,000 (1) |
| (iii) | Sole power to dispose or to direct the disposition of: |
| Venrock Healthcare Capital Partners III, L.P. | 0 | |||
| VHCP Co-Investment Holdings III, LLC | 0 | |||
| Venrock Healthcare Capital Partners EG, L.P. | 0 | |||
| VHCP Management III, LLC | 0 | |||
| VHCP Management EG, LLC | 0 | |||
| Nimish Shah | 0 | |||
| Bong Koh | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Venrock Healthcare Capital Partners III, L.P. | 11,328,000 (1) | |||
| VHCP Co-Investment Holdings III, LLC | 11,328,000 (1) | |||
| Venrock Healthcare Capital Partners EG, L.P. | 11,328,000 (1) | |||
| VHCP Management III, LLC | 11,328,000 (1) | |||
| VHCP Management EG, LLC | 11,328,000 (1) | |||
| Nimish Shah | 11,328,000 (1) | |||
| Bong Koh | 11,328,000 (1) |
| (1) | Consists of (i) 2,978,132 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 297,926 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 8,051,942 shares held by Venrock Healthcare Capital Partners EG, L.P. |
Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
| (2) | This percentage is calculated based upon 120,582,114 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||
| Not applicable | ||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |||
| Not applicable | ||||
| Item 8. | Identification and Classification of Members of the Group | |||
| Not applicable | ||||
| CUSIP No. 59045L106 | Page 12 of 14 |
| Item 9. | Notice of Dissolution of Group | |||
| Not applicable | ||||
| Item 10. | Certification | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | ||||
| CUSIP No. 59045L106 | Page 13 of 14 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| Venrock Healthcare Capital Partners III, L.P. | Venrock Healthcare Capital Partners EG, L.P. | |||
| By: | VHCP Management III, LLC | By: | VHCP Management EG, LLC | |
| Its: | General Partner | Its: | General Partner | |
| By: | /s/ Sherman G. Souther | By: | /s/ Sherman G. Souther | |
| Name: Sherman G. Souther | Name: Sherman G. Souther | |||
| Its: Authorized Signatory | Its: Authorized Signatory | |||
| VHCP Co-Investment Holdings III, LLC | ||||
| By: | VHCP Management III, LLC | |||
| Its: | Manager | |||
| By: | /s/ Sherman G. Souther | |||
| Name: Sherman G. Souther | ||||
| Its: Authorized Signatory | ||||
| VHCP Management III, LLC | VHCP Management EG, LLC | |||
| By: | /s/ Sherman G. Souther | By: | /s/ Sherman G. Souther | |
| Name: Sherman G. Souther | Name: Sherman G. Souther | |||
| Its: Authorized Signatory | Its: Authorized Signatory | |||
| Nimish Shah | ||||
| /s/ Sherman G. Souther | ||||
| Sherman G. Souther, Attorney-in-fact | ||||
| Bong Koh | ||||
| /s/ Sherman G. Souther | ||||
| Sherman G. Souther, Attorney-in-fact | ||||
| CUSIP No. 59045L106 | Page 14 of 14 |
EXHIBITS
| A: | Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on August 7, 2023) |
| B: | Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed August 7, 2023) |
| C: | Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on August 7, 2023) |