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).

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

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)
05/22/2024

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)
American Depositary Shares representing Ordinary Shares ⁽¹⁾	05/22/2024		M⁽²⁾		93,333	A	$ 1.40	100,983	D
American Depositary Shares representing Ordinary Shares ⁽¹⁾	05/22/2024		S⁽²⁾		50,350	D	$ 2.99 ⁽³⁾	58,633	D
American Depositary Shares representing Ordinary Shares ⁽¹⁾	05/22/2024		F⁽²⁾		42,983	D	$ 1.4	7,650	D
American Depositary Shares representing Ordinary Shares ⁽¹⁾	05/22/2024		M⁽²⁾		75,000	A	$ 1.01	82,650	D
American Depositary Shares representing Ordinary Shares ⁽¹⁾	05/22/2024		S⁽²⁾		50,082	D	$ 2.94 ⁽³⁾	32,568	D
American Depositary Shares representing Ordinary Shares ⁽¹⁾	05/22/2024		F⁽²⁾		24,918	D	$ 1.01	7,650	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 Options (Right to buy)	$ 1.4	05/22/2024		M⁽²⁾			93,333	⁽⁴⁾	01/14/2032	American Depositary Shares ⁽¹⁾	93,333	$ 1.4	0	D
Share Options (Right to buy)	$ 1.01	05/22/2024		M⁽²⁾			75,000	⁽⁵⁾	01/25/2033	American Depositary 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. Ms. Hughes-Wilson sold a total of 100,432 ADSs solely to pay a tax obligation, and all proceeds are being used for such taxes.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $2.88 to $3.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges

4. 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.

5. 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	05/23/2024
	** Signature of Reporting Person	Date
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