SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shuman Harry

(Last)

(First)

(Middle)

C/O MERUS N.V.

UPPSALALAAN 17

(Street)

UTRECHT

3584 CT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Merus N.V. [ MRUS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Controller, PAO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/10/2024		M		500	A	⁽¹⁾	7,502	D
Common Shares	06/10/2024		M		500	A	⁽²⁾	8,002	D
Common Shares	06/10/2024		S		1,000	D	$53.224	7,002	D
Common Shares	06/12/2024		M		2,000	A	⁽³⁾	9,002	D
Common Shares	06/12/2024		M		2,000	A	⁽²⁾	11,002	D
Common Shares	06/12/2024		M		1,000	A	⁽¹⁾	12,002	D
Common Shares	06/12/2024		M		300	A	⁽⁴⁾	12,302	D
Common Shares	06/12/2024		M		2,000	A	⁽⁵⁾	14,302	D
Common Shares	06/12/2024		S		7,300	D	$57.84	7,002	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Option (right to buy)	$13.23⁽¹⁾	06/10/2024		M			500	⁽⁶⁾	06/06/2029	Common Shares	500	$0	7,500	D
Share Option (right to buy)	$16.07⁽²⁾	06/10/2024		M			500	⁽⁷⁾	02/02/2033	Common Shares	500	$0	17,500	D
Share Option (right to buy)	$20.15⁽³⁾	06/12/2024		M			2,000	⁽⁸⁾	06/02/2031	Common Shares	2,000	$0	6,500	D
Share Option (right to buy)	$16.07⁽²⁾	06/12/2024		M			2,000	⁽⁷⁾	02/02/2033	Common Shares	2,000	$0	15,500	D
Share Option (right to buy)	$13.23⁽¹⁾	06/12/2024		M			1,000	⁽⁶⁾	06/06/2029	Common Shares	1,000	$0	6,500	D
Share Option (right to buy)	$25.62⁽⁴⁾	06/12/2024		M			300	⁽⁹⁾	02/14/2032	Common Shares	300	$0	700	D
Share Option (right to buy)	$18.61⁽⁵⁾	06/12/2024		M			2,000	⁽¹⁰⁾	02/14/2030	Common Shares	2,000	$0	12,700	D

Explanation of Responses:

1. Represents the exercise price of the options originally granted on June 6, 2019.

2. Represents the exercise price of the options originally granted on February 2, 2023.

3. Represents the exercise price of the options originally granted on June 2, 2021.

4. Represents the exercise price of the options originally granted on February 14, 2022.

5. Represents the exercise price of the options originally granted on February 14, 2020.

6. Options vest over a four-year period from April 22, 2019. 25% vest on April 22, 2020 and in 36 equal monthly installments thereafter.

7. Options vest over a four-year period from January 1, 2023. 25% vest on January 1, 2024 and in 36 equal monthly installments thereafter.

8. Options vest over a four-year period commencing May 28, 2021. 25% vest after one year and in 36 equal monthly installments thereafter.

9. Options vest over a one-year period from January 3, 2022. 50% vest on July 3, 2022 and in 6 equal monthly installments thereafter.

10. Options vest over a four-year period from January 1, 2020. 25% vest on January 1, 2021 and in 36 equal monthly installments thereafter.

	/s/ Peter Silverman as attorney-in-fact	06/12/2024
	** 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 4 (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.
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VP Controller, PAO Shuman Harry sold $475,456 worth of shares (8,300 units at $57.28) and converted options into 8,300 shares (SEC Form 4)