SEC Form 4 · accession 0001104659-17-037539
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Beth C Seidenberg
Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 6:16 pm EDT
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 StockF1 | Jun 1, 2017 | A | 402 | $0.00 | A | 22,059 | D | |
| Common StockF2,F3 | holding | — | — | — | 2,686,268 | I | See footnotes | |
| Common StockF3,F4 | holding | — | — | — | 227,255 | I | See footnotes | |
| Common StockF5 | holding | — | — | — | 205 | I | By Michael J. Seidenberg Irrevocable Trust | |
| Common StockF5 | holding | — | — | — | 205 | I | By Samuel B. Seidenberg Irrevocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Nonqualified Stock Option (right to buy)F6 | $149.22 | Jun 1, 2017 | A | 12,000 | A | — | Jun 1, 2027 | Common Stock | 12,000 | 12,000 | D |
Explanation of responses
- F1The Reporting Person has elected to receive common stock in lieu of cash for board retainers and fees otherwise payable in cash, and has elected to defer delivery of that common stock until the date that she separates from service on the Issuer's board of directors.
- F2The shares are held directly by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV"). The managing member of KPCB XIV is KPCB XIV Associates, LLC ("KPCB XIV Associates"), of which the Reporting Person is a member. The voting and dispositive control over the shares is shared by the members of KPCB XIV Associates. The shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee."
- F3The Reporting Person disclaims beneficial ownership over all Issuer shares held for convenience in the name of "KPCB Holdings, Inc. as nominee," except to the extent of her pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose.
- F4The shares are held directly by KPCB XIV Founders Fund, LLC ("KPCB XIV Founders"). The managing member of KPCB XIV Founders is KPCB XIV Associates, of which the Reporting Person is a member. The voting and dispositive control over the shares is shared by the members of KPCB XIV Associates. The shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee."
- F5The Reporting Person and her spouse are co-trustees of the trust and their son is beneficiary of the trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- F6The option vests on the earlier of the one-year anniversary of the date of grant and the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service on the Issuer's board of directors.