SEC Form 4 · accession 0001104659-18-014881
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy R Pearson
Officer — Exec. VP, CFO
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 5:23 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, 2018 | M | 4,375 | $0.00 | A | 7,303 | D | |
| Common Stock | Mar 1, 2018 | M | 1,483 | $0.00 | A | 8,786 | D | |
| Common StockF2 | Mar 2, 2018 | S | 2,575 | $54.86 | D | 6,211 | D |
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, 2018 | M | 4,375 | D | — | — | Common Stock | 4,375 | 8,750 | D |
| Restricted Stock UnitsF3,F5 | — | Mar 1, 2018 | M | 1,483 | D | — | — | Common Stock | 1,483 | 4,447 | D |
| Restricted Stock UnitsF3,F6 | — | Mar 1, 2018 | A | 18,182 | A | — | — | Common Stock | 18,182 | 18,182 | D |
| Employee Stock Option (right to buy)F7 | $55.84 | Mar 1, 2018 | A | 31,954 | A | — | Mar 1, 2028 | Common Stock | 31,954 | 31,954 | 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 price reported is a weighted average. The shares were sold in multiple transactions at prices ranging from $54.38 to $54.87, inclusive. The reporting person undertakes to provide to TESARO, any security holder of TESARO, 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 range set forth herein.
- F3Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
- F4The RSUs were granted on March 1, 2016, and the remaining RSUs vest in two equal annual installments on each of March 1, 2019 and 2020.
- F5The RSUs were granted on March 1, 2017, and the remaining RSUs vest in three equal annual installments on each of March 1, 2019, 2020 and 2021.
- F6The RSUs vest in four equal annual installments beginning on March 1, 2019.
- F7The option vests in 48 equal monthly installments beginning on April 1, 2018.