SEC Form 4 · accession 0001123292-19-000167

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

Jan 22, 2019

Accepted (ET)

Jan 22, 2019 · 9:56 am 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^F1	Jan 22, 2019	U	26,816	$75.00	D	0	D
Common Stock^F1,F2	Jan 22, 2019	U	563,569	$75.00	D	0	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F4,F3	—	Jan 22, 2019	D	20,000	D	—	—	Common Stock	20,000	D
Restricted Stock Units^F4,F3	—	Jan 22, 2019	D	8,339	D	—	—	Common Stock	8,339	D
Restricted Stock Units^F4,F3	—	Jan 22, 2019	D	40,909	D	—	—	Common Stock	40,909	D
Employee Stock Option (right to buy)^F5,F6	$1.33	Jan 22, 2019	D	285,714	D	—	Jul 19, 2021	Common Stock	285,714	D
Employee Stock Option (right to buy)^F5,F6	$6.615	Jan 22, 2019	D	319,467	D	—	Mar 16, 2022	Common Stock	319,467	D
Employee Stock Option (right to buy)^F5,F6	$24.18	Jan 22, 2019	D	175,000	D	—	Mar 6, 2023	Common Stock	175,000	D
Employee Stock Option (right to buy)^F5,F6	$33.74	Jan 22, 2019	D	105,000	D	—	Feb 27, 2024	Common Stock	105,000	D
Employee Stock Option (right to buy)^F5,F6	$55.11	Jan 22, 2019	D	115,000	D	—	Mar 6, 2025	Common Stock	115,000	D
Employee Stock Option (right to buy)^F5,F6	$43.39	Jan 22, 2019	D	80,000	D	—	Mar 1, 2026	Common Stock	80,000	D
Employee Stock Option (right to buy)^F4,F6	$178.95	Jan 22, 2019	D	20,216	D	—	Mar 1, 2027	Common Stock	20,216	D
Employee Stock Option (right to buy)^F5,F6	$55.84	Jan 22, 2019	D	71,896	D	—	Mar 1, 2028	Common Stock	71,896	D

Explanation of responses

F1Tendered 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").
F2These 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.
F3Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
F4These 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.
F5Pursuant 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]
F6[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.