SEC Form 4 · accession 0001144204-17-047522
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Beth C Seidenberg
Director
Period of report
Sep 11, 2017
Accepted (ET)
Sep 11, 2017 · 7:45 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 StockF2,F3 | Sep 11, 2017 | J | 667,283 | $0.00 | D | 2,018,985 | I | See footnotes |
| Common StockF3,F5 | Sep 11, 2017 | J | 58,500 | $0.00 | D | 168,755 | I | See footnotes |
| Common StockF7 | Sep 11, 2017 | J | 204,166 | $0.00 | A | 204,166 | I | See footnote |
| Common StockF7 | Sep 11, 2017 | J | 204,166 | $0.00 | D | 0 | I | See footnote |
| Common Stock | Sep 11, 2017 | J | 22,516 | $0.00 | A | 44,575 | D | |
| Common StockF10 | Sep 11, 2017 | J | 663 | $0.00 | A | 868 | I | By Michael J. Seidenberg Irrevocable Trust |
| Common StockF10 | Sep 11, 2017 | J | 663 | $0.00 | A | 868 | I | By Samuel B. Seidenberg Irrevocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") without consideration to its members (the "Fund Distribution").
- F10The 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.
- F2The shares are held directly by 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.
- F4Represents a pro-rata in-kind distribution of Common Stock of the Issuer by KPCB XIV Founders Fund, LLC ("KPCB XIV Founders") without consideration to its members.
- F5The shares are held directly by 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."
- F6Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares from KPCB XIV in the Fund Distribution.
- F7The 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 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.
- F8Represents a pro-rata in-kind distribution of Common Stock of the Issuer by KPCB XIV Associates without consideration to its members (the "Associates Distribution").
- F9Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the Associates Distribution.