Statement of Changes in Beneficial Ownership (4)
January 22 2019 - 9:58AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Hedley Mary Lynne
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2. Issuer Name
and
Ticker or Trading Symbol
TESARO, Inc.
[
TSRO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & COO
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(Last)
(First)
(Middle)
C/O TESARO, INC., 1000 WINTER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2019
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(Street)
WALTHAM,, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/22/2019
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U
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26816
(1)
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D
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$75.00
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0
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D
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Common Stock
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1/22/2019
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U
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563569
(1)
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D
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$75.00
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0
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I
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See Footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(3)
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1/22/2019
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D
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20000
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(4)
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(4)
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Common Stock
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20000
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(4)
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0
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D
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Restricted Stock Units
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(3)
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1/22/2019
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D
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8339
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(4)
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(4)
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Common Stock
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8339
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(4)
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0
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D
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Restricted Stock Units
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(3)
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1/22/2019
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D
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40909
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(4)
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(4)
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Common Stock
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40909
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(4)
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0
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D
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Employee Stock Option (right to buy)
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$1.33
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1/22/2019
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D
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285714
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(5)
(6)
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7/19/2021
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Common Stock
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285714
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(5)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$6.615
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1/22/2019
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D
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319467
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(5)
(6)
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3/16/2022
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Common Stock
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319467
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(5)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$24.18
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1/22/2019
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D
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175000
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(5)
(6)
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3/6/2023
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Common Stock
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175000
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(5)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$33.74
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1/22/2019
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D
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105000
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(5)
(6)
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2/27/2024
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Common Stock
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105000
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(5)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$55.11
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1/22/2019
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D
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115000
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(5)
(6)
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3/6/2025
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Common Stock
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115000
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(5)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$43.39
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1/22/2019
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D
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80000
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(5)
(6)
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3/1/2026
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Common Stock
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80000
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(5)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$178.95
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1/22/2019
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D
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20216
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(4)
(6)
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3/1/2027
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Common Stock
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20216
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(4)
(6)
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0
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D
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Employee Stock Option (right to buy)
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$55.84
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1/22/2019
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D
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71896
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(5)
(6)
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3/1/2028
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Common Stock
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71896
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(5)
(6)
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0
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D
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Explanation of Responses:
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(1)
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Tendered in connection with the tender offer made by Adriatic Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of GlaxoSmithKline plc, a public company organized under the laws of England and Wales ("Parent"), to purchase all of the issued and outstanding shares of TESARO, Inc., a Delaware corporation ("TESARO"), for $75.00 per share, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 3, 2018 by and among TESARO, Purchaser, and Parent (the "Merger Agreement").
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(2)
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These shares are held by trusts of which the Reporting Person is a trustee or co-trustee. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such portion of the shares of TESARO held by the trusts in which the Reporting Person has no pecuniary interest.
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(3)
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Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
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(4)
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These restricted stock units were cancelled pursuant to the Merger Agreement at the effective time of the Merger (the "Effective Time") in exchange for a cash payment of $75.00 per share.
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(5)
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Pursuant to the Merger Agreement, each option that was outstanding and unvested immediately prior to the Effective Time vested in full at the Effective Time. [Cont'd]
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(6)
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[Continuation] Each option that was outstanding immediately prior to the Effective Time that had an exercise price per share less than $75.00 was cancelled in exchange for the right of the holder to receive (without interest) an amount in cash (less applicable withholding of taxes required by applicable law) equal to the product of (i) the total number of shares of TESARO common stock subject to the unexercised portion of such option immediately prior to the Effective Time (determined after giving effect to the accelerated vesting described in the previous sentence) multiplied by (ii) the excess, if any, of $75.00 over the applicable exercise price per share under such option. Each option that was outstanding immediately prior to the Effective Time with an exercise price per share that is greater than or equal to $75.00 was cancelled at the Effective Time, and the holder of such option is not entitled to any payment in exchange for the cancellation of the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hedley Mary Lynne
C/O TESARO, INC., 1000 WINTER STREET
WALTHAM,, MA 02451
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X
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President & COO
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Signatures
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/s/ Joseph L. Farmer, Attorney-in-Fact
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1/22/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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