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*
Hughes-Wilson Alexandra
(Last) (First) (Middle)
C/O MEREO BIOPHARMA GROUP PLC
4TH FLOOR, ONE CAVENDISH PLACE
(Street)
LONDON X0 W1G 0QF
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mereo BioPharma Group plc [ MREO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2024
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)
Code V Amount (A) or (D) Price
American Depositary Shares representing Ordinary Shares(1) 09/11/2024 M 40,000(2) A $0 74,548 D
American Depositary Shares representing Ordinary Shares(1) 09/11/2024 M 93,333 A $1.4 167,881 D
American Depositary Shares representing Ordinary Shares(1) 09/11/2024 M 75,000 A $1.01 242,881 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restricted Stock Unit $0 09/11/2024 M 40,000 09/11/2024 01/25/2025 American Depository Shares(1) 40,000 $0 0 D
Share Options (Right to buy) $1.4 09/11/2024 M 93,333 (3) 01/14/2032 American Depository Shares(1) 93,333 $1.4 0 D
Share Options (Right to buy) $1.01 09/11/2024 M 75,000 (4) 01/25/2033 American Depository Shares(1) 75,000 $1.01 0 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. Represents performance-based restricted stock unit earned under the issuer's 2019 Employee Incentive Plan (the "Plan"), that vested on September 11, 2024 based on satisfaction of ADS price threshold values over a two year performance period.
3. 160,000 options were issued on 01/14/2022 and 25% of the shares underlying this award became exercisable on January 14, 2023, with the remainder vesting in equal monthly installments thereafter.
4. 240,000 options were issued on 01/25/2023 and 25% of the shares underlying this award became exercisable on January 25, 2024, with the remainder vesting in equal monthly installments thereafter.
Remarks:
Chief Patient Access and Commercial Planning
/s/ Christine Fox, by power of attorney 09/13/2024
** 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.
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.
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