13D Filings
Mersana Therapeutics, Inc.
MRSN
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

1442836

CUSIP

59045L205

Event Date

Jan 5, 2026

Accepted

Jan 8, 2026, 04:30 PM

Reporting Persons (3)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Bain Capital Life Sciences Fund II, L.P.
Partnership
0.00%000
BCIP Life Sciences Associates, LP
Partnership
0.00%000
BCLS II Investco, LP
Partnership
0.00%000
Disclosure Items (3)

Security Title

Common Stock, par value $0.0001 per share

Issuer Name

Mersana Therapeutics, Inc.

Issuer Address

840 Memorial Drive, Cambridge, MA, 02139

Item 4 of the Initial Statement is hereby amended and supplemented to add the following: As previously disclosed, on November 12, 2025 the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent"), and Emerald Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Purchaser"), pursuant to which, on December 5, 2025, Purchaser commenced a tender offer (the "Offer") to acquire all of the issued and outstanding shares of the Issuer for (i) $25.00 per Share, net to the stockholder in cash without interest and less any applicable tax withholding, plus (ii) one non-tradeable contingent value right per share, which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per share in cash, without interest and less any applicable tax withholding (collectively, the "Offer Price"). On January 6, 2026, Purchaser irrevocably accepted for payment the shares of the Issuer's Common Stock that were validly tendered and not validly withdrawn pursuant to the Offer and, following the consummation of the Offer, pursuant to the terms and conditions of the Merger Agreement, on January 6, 2026, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent. Dr. Hack resigned as a director of the Issuer effective as of the effective time of the Merger (the "Effective Time").

Percentage of Class

Item 5 of the Initial Statement is hereby amended and restated as follows: The information set forth in Items 2 and 3 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. Following the Consummation of the Merger on January 6, 2026, the Rerporting Persons ceased to hold any shares of Common Stock.

Number of Shares

See Item 5(a) hereof.

Transactions

At the Effective Time, pursuant to the terms of the Merger Agreement, all shares of Common Stock held by the Reporting Persons were cancelled and converted into the right to receive the Offer Price, without interest, subject to any applicable withholding tax.

Shareholders

Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.

Date of 5% Ownership

See Item 5(a) hereof.

Mersana Therapeutics, Inc. — Schedule 13D | 13D Filings