SEC Form 4 · accession 0001104659-18-038390

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, 2018

Accepted (ET)

Jun 5, 2018 · 7:01 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 Stock^F1	Jun 1, 2018	A	1,332	$0.00	A	45,907	D
Common Stock^F2,F3	holding	—	—		—	1,994,768	I	See footnotes
Common Stock^F3,F4	holding	—	—		—	168,755	I	See footnotes
Common Stock^F3,F5	holding	—	—		—	10,998	I	See footnotes
Common Stock^F6	holding	—	—		—	868	I	By Michael J. Seidenberg Irrevocable Trust
Common Stock^F6	holding	—	—		—	868	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)^F7	$46.89	Jun 1, 2018	A	7,209	A	—	Jun 1, 2028	Common Stock	7,209	7,209	D
Director Restricted Stock Units^F8,F9	—	Jun 1, 2018	A	4,052	A	—	—	Common Stock	4,052	4,052	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 shares are held directly by 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."
F6The 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.
F7The 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.
F8Each restricted stock unit ("RSU") represents a contingent right to receive one share of TESARO common stock.
F9The RSUs vest 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.