SEC Form 4 · accession 0001104659-17-014109
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary Lynne Hedley
Officer — President & COO · Director
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001491576
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 1, 2017 | M | 10,000 | $0.00 | A | 10,000 | D | |
| Common Stock | Mar 2, 2017 | S | 3,927 | $177.61 | D | 6,073 | D | |
| Common StockF2 | holding | — | — | — | 563,569 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Mar 1, 2017 | M | 10,000 | D | — | — | Common Stock | 10,000 | 30,000 | D |
| Restricted Stock UnitsF3,F5 | — | Mar 1, 2017 | A | 11,119 | A | — | — | Common Stock | 11,119 | 11,119 | D |
| Employee Stock Option (right to buy)F6 | $178.95 | Mar 1, 2017 | A | 20,216 | A | — | Mar 1, 2027 | Common Stock | 20,216 | 20,216 | D |
Explanation of responses
- F1This sale was effected pursuant to the terms of a 10b5-1 plan adopted by the reporting person and was made in order to pay the tax liability arising from the vesting of restricted stock units.
- F2The shares were previously reported as being held directly by the Reporting Person. The reporting person has transferred these shares and they are now directly 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 the Issuer held by the trusts in which the Reporting Person has no pecuniary interest.
- F3Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
- F4The restricted stock units were granted on March 1, 2016 and vest in four equal annual installments beginning on March 1, 2017.
- F5The restricted stock units vest in four equal annual installments beginning on March 1, 2018.
- F6The option vests in 48 equal monthly installments beginning on April 1, 2017.