SEC Form 4 · accession 0001181431-15-007721
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Mott
Director · 10% Owner
Period of report
Jun 1, 2015
Accepted (ET)
Jun 2, 2015 · 8:54 am 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 | Jun 1, 2015 | J | 1,000,000 | $0.00 | D | 8,854,255 | I | See Note 2 |
| Common StockF4 | Jun 1, 2015 | J | 10,000 | $0.00 | A | 10,000 | I | See Note 4 |
| Common StockF4 | Jun 1, 2015 | J | 10,000 | $0.00 | D | 0 | I | See Note 4 |
| Common StockF6 | Jun 1, 2015 | A | 1,357 | $0.00 | A | 10,034 | D | |
| Common StockF8 | Jun 1, 2015 | J | 504 | $0.00 | A | 1,333 | I | See Note 8 |
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)F9 | $60.77 | Jun 1, 2015 | A | 10,000 | A | — | May 31, 2025 | Common Stock | 10,000 | 10,000 | D |
Explanation of responses
- F1New Enterprise Associates 13, L.P. ("NEA 13") made a pro rata distribution for no consideration of an aggregate of 1,000,000 shares of common stock of the Issuer to its general partner and its limited partners on June 1, 2015.
- F2The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of NEA 13, the direct beneficial owner of the shares. 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 the Issuer held by NEA 13 in which the Reporting Person has no pecuniary interest.
- F3NEA Partners 13 received 10,000 shares of common stock of the Issuer in the distribution by NEA 13 on June 1, 2015.
- F4The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13. 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 the Issuer held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.
- F5NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 10,000 shares of common stock of the Issuer to its limited partners on June 1, 2015.
- F6The Reporting Person has elected to receive common stock in lieu of cash for board retainers and fees otherwise payable in cash.
- F7The David Mott Declaration of Trust dated May 31, 2001 as amended (the "Mott Trust") received 504 shares of common stock of the Issuer in the distribution by NEA Partners 13 on June 1, 2015.
- F8The shares are directly held by the Mott Trust. 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 the Issuer held by the Mott Trust in which the Reporting Person has no pecuniary interest.
- F9The 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.