SEC Form 4 · accession 0001209191-18-035836
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, 2018
Accepted (ET)
Jun 5, 2018 · 5:26 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 StockF1 | Jun 1, 2018 | A | 2,537 | $0.00 | A | 15,362 | D | |
| Common StockF2 | holding | — | — | — | 9,681,039 | I | See Note 2 | |
| Common StockF3 | holding | — | — | — | 739,516 | I | See Note 3 | |
| Common StockF4 | holding | — | — | — | 1,333 | I | See Note 4 |
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)F5 | $46.89 | Jun 1, 2018 | A | 7,209 | A | — | Jun 1, 2028 | Common Stock | 7,209 | 7,209 | D |
| Director Restricted Stock UnitsF6,F7 | — | Jun 1, 2018 | A | 4,052 | A | — | — | Common Stock | 4,052 | 4,052 | D |
Explanation of responses
- F1The Reporting Person has elected to receive common stock in lieu of cash for board retainers and fees otherwise payable in cash.
- 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 New Enterprise Associates 13, L.P. ("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.
- F3The Reporting Person is a director of NEA 15 GP, LLC, which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of New 15 Opportunity Fund, L.P. ("NEA 15-OF"), 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 15-OF in which the Reporting Person has no pecuniary interest.
- F4The shares are directly held by the David Mott Declaration of Trust dated May 31, 2001 as amended (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.
- F5The 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.
- F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of TESARO common stock.
- F7The RSUs vest 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.