Sec Form 13G Filing - FMR LLC filing for Mersana Therapeutics Inc. (MRSN) - 2018-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SCHEDULE 13G

Amendment No. 1
MERSANA THERAPEUTICS INC
COMMON STOCK
Cusip #59045L106
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] 	  Rule 13d-1(b)
[x] 	  Rule 13d-1(c)
[ ] 	  Rule 13d-1(d)
Cusip #59045L106
Item 1: 	   	Reporting Person - FMR LLC
Item 2: 	   	(a)  	[ ]
   	   	(b)  	[ ]
Item 4: 	   	Delaware
Item 5: 	   	884,015
Item 6: 	   	0
Item 7: 	   	884,015
Item 8: 	   	0
Item 9: 	   	884,015
Item 11: 	   	3.885%
Item 12: 	   	HC
Cusip #59045L106
Item 1: 	   	Reporting Person - Abigail P. Johnson
Item 2: 	   	(a)  	[ ]
   	   	(b)  	[ ]
Item 4: 	   	United States of America
Item 5: 	   	0
Item 6: 	   	0
Item 7: 	   	884,015
Item 8: 	   	0
Item 9: 	   	884,015
Item 11: 	   	3.885%
Item 12: 	   	IN

Item 1(a). 	    	Name of Issuer:

  	  	          	MERSANA THERAPEUTICS INC

Item 1(b). 	    	Address of Issuer's Principal Executive Offices:

  	  	          	840 Memorial Drive
  	  	          	Cambridge, MA 02139
  	  	          	USA

Item 2(a). 	     	 Name of Person Filing:

  	   	               	 FMR LLC

Item 2(b). 	     	 Address or Principal Business Office or, if None,
Residence:

  	   	               	 245 Summer Street, Boston, Massachusetts 02210

Item 2(c). 	     	 Citizenship:

  	   	               	 Not applicable

Item 2(d). 	     	 Title of Class of Securities:

  	   	               	 COMMON STOCK

Item 2(e). 	     	 CUSIP Number:

  	   	               	 59045L106

Item 3. 	    	Not Applicable

Item 4. 	    	Ownership

  	  	     	(a)    Amount Beneficially Owned: 	884,015

  	  	     	(b)    Percent of Class: 	3.885%

  	  	     	(c)    Number of shares as to which such person has:

  	  	     	       (i)    sole power to vote or to direct the vote:
884,015

  	  	     	       (ii)    shared power to vote or to direct the vote: 	0

  	  	     	       (iii)    sole power to dispose or to direct the
disposition of: 	884,015

  	  	     	       (iv)    shared power to dispose or to direct the
disposition of: 	0

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 (X).

Item 6. 	    	Ownership of More than Five Percent on Behalf of Another
Person.

  	 One or more other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the COMMON STOCK of MERSANA THERAPEUTICS INC. No one other
person's interest in the COMMON STOCK of MERSANA THERAPEUTICS INC is more
than five percent of the total outstanding COMMON STOCK.

Item 7. 	    	Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.

  	    	     	See attached Exhibit A.

Item 8. 	    	Identification and Classification of Members of the Group.

  	    	     	Not applicable.

Item 9. 	    	Notice of Dissolution of Group.

  	    	  	Not applicable.

Item 10. 	    	Certifications.



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 that purpose
or effect.


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.

  	February 13, 2018
  	Date

  	/s/ Marc R. Bryant
  	Signature

  	Marc R. Bryant
  	 Duly authorized under Power of Attorney effective as of September 23,
2015, by and on behalf of FMR LLC and its direct and indirect subsidiaries*


* This power of attorney is incorporated herein by reference to Exhibit 24
to the Schedule 13G filed by FMR LLC on June 10, 2016, accession number:
0000315066-16-005935


Exhibit A


                 Pursuant to the instructions in Item 7 of Schedule 13G,
the following table lists the identity and Item 3 classification, if
applicable, of each relevant entity that beneficially owns shares of the
security class being reported on this Schedule 13G.


Entity 	ITEM 3 Classification
CROSBY ADVISORS LLC 	N/A
IMPRESA MANAGEMENT LLC 	IA
STRATEGIC ADVISERS, INC. 	IA





                Abigail P. Johnson is a Director, the Chairman and the
Chief Executive Officer of FMR LLC.



                Members of the Johnson family, including Abigail P.
Johnson, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.



                This filing reflects the securities beneficially owned, or
that may be deemed to be beneficially owned, by FMR LLC, certain of its
subsidiaries and affiliates, and other companies (collectively, the "FMR
Reporters"). This filing does not reflect securities, if any, beneficially
owned by certain other companies whose beneficial ownership of securities
is disaggregated from that of the FMR Reporters in accordance with
Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).





RULE 13d-1(k)(1) AGREEMENT


                The undersigned persons, on February 13, 2018, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the COMMON STOCK of MERSANA
THERAPEUTICS INC at December 29, 2017.


  	FMR LLC

  	By /s/ Marc R. Bryant
  	Marc R. Bryant
  	Duly authorized under Power of Attorney effective as of September 23,
2015, by and on behalf of FMR LLC and its direct and indirect subsidiaries*

  	Abigail P. Johnson

  	By /s/ Marc R. Bryant
  	Marc R. Bryant
  	Duly authorized under Power of Attorney effective as of December 16,
2015, by and on behalf of Abigail P. Johnson*


* This power of attorney is incorporated herein by reference to Exhibit 24
to the Schedule 13G filed by FMR LLC on June 10, 2016, accession number:
0000315066-16-005935