SEC Form 4 · accession 0001123292-19-000173
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
Jan 22, 2019
Accepted (ET)
Jan 22, 2019 · 9:58 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 StockF1 | Jan 22, 2019 | U | 6,211 | $75.00 | D | 0 | 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,F2 | — | Jan 22, 2019 | D | 8,750 | D | — | — | Common Stock | 8,750 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Jan 22, 2019 | D | 4,447 | D | — | — | Common Stock | 4,447 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Jan 22, 2019 | D | 18,182 | D | — | — | Common Stock | 18,182 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $25.27 | Jan 22, 2019 | D | 125,000 | D | — | May 27, 2024 | Common Stock | 125,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $55.11 | Jan 22, 2019 | D | 55,000 | D | — | Mar 6, 2025 | Common Stock | 55,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $43.39 | Jan 22, 2019 | D | 35,000 | D | — | Mar 1, 2026 | Common Stock | 35,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $178.95 | Jan 22, 2019 | D | 10,782 | D | — | Mar 1, 2027 | Common Stock | 10,782 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $55.84 | Jan 22, 2019 | D | 31,954 | D | — | Mar 1, 2028 | Common Stock | 31,954 | 0 | 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").
- F2Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
- F3These 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.
- F4Pursuant 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]
- F5[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.