SEC Form 4 · accession 0001123292-19-000190

TESARO, Inc. · TSRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Beth C Seidenberg

Director

Period of report

Jan 22, 2019

Accepted (ET)

Jan 24, 2019 · 5:30 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	D/I	Nature of ownership
Common Stock^F1	Jan 22, 2019	U	45,907	$75.00	D	D
Common Stock^F1,F2,F3	Jan 22, 2019	U	1,994,768	$75.00	D	I	See footnotes
Common Stock^F1,F3,F4	Jan 22, 2019	U	168,755	$75.00	D	I	See footnotes
Common Stock^F1,F3,F5	Jan 22, 2019	U	10,998	$75.00	D	I	See footnotes
Common Stock^F1,F6	Jan 22, 2019	U	868	$75.00	D	I	By Michael J. Seidenberg Irrevocable Trust
Common Stock^F1,F6	Jan 22, 2019	U	868	$75.00	D	I	By Michael J. Seidenberg Irrevocable Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Restricted Stock Units^F8,F7	—	Jan 22, 2019	D	4,052	D	—	—	Common Stock	4,052	D
Director Nonqualified Stock Option (right to buy)^F9,F10	$46.22	Jan 22, 2019	D	10,000	D	—	Jun 3, 2023	Common Stock	10,000	D
Director Nonqualified Stock Option (right to buy)^F9,F10	$26.36	Jan 22, 2019	D	10,000	D	—	Jun 1, 2024	Common Stock	10,000	D
Director Nonqualified Stock Option (right to buy)^F9,F10	$60.77	Jan 22, 2019	D	10,000	D	—	Jun 1, 2025	Common Stock	10,000	D
Director Nonqualified Stock Option (right to buy)^F9,F10	$47.27	Jan 22, 2019	D	12,000	D	—	Jun 1, 2026	Common Stock	12,000	D
Director Nonqualified Stock Option (right to buy)^F9,F10	$149.22	Jan 22, 2019	D	12,000	D	—	Jun 1, 2027	Common Stock	12,000	D
Director Nonqualified Stock Option (right to buy)^F9,F10	$46.89	Jan 22, 2019	D	7,209	D	—	Jun 1, 2028	Common Stock	7,209	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").
F10[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.
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 TESARO 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.
F7Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
F8These 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.
F9Pursuant 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]