SEC Form 4 · accession 0001209191-19-004681
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
Jan 22, 2019
Accepted (ET)
Jan 22, 2019 · 10:06 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 | 15,362 | $75.00 | D | 0 | D | |
| Common StockF1,F2 | Jan 22, 2019 | U | 9,681,038 | $75.00 | D | 0 | I | See Note 2 |
| Common StockF1,F3 | Jan 22, 2019 | U | 739,517 | $75.00 | D | 0 | I | See Note 3 |
| Common StockF1,F4 | Jan 22, 2019 | U | 1,333 | $75.00 | D | 0 | 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 Restricted Stock UnitsF6,F5 | — | Jan 22, 2019 | D | 4,052 | D | — | — | Common Stock | 4,052 | 0 | D |
| Director Nonqualified Stock Option (Right to Buy)F7,F8 | $46.22 | Jan 22, 2019 | D | 10,000 | D | — | Jun 3, 2023 | Common Stock | 10,000 | 0 | D |
| Director Nonqualified Stock Option (Right to Buy)F7,F8 | $26.36 | Jan 22, 2019 | D | 10,000 | D | — | Jun 1, 2024 | Common Stock | 10,000 | 0 | D |
| Director Nonqualified Stock Option (Right to Buy)F7,F8 | $60.77 | Jan 22, 2019 | D | 10,000 | D | — | May 31, 2025 | Common Stock | 10,000 | 0 | D |
| Director Nonqualified Stock Option (Right to Buy)F7,F8 | $47.27 | Jan 22, 2019 | D | 12,000 | D | — | Jun 1, 2026 | Common Stock | 12,000 | 0 | D |
| Director Nonqualified Stock Option (Right to Buy)F7,F8 | $149.22 | Jan 22, 2019 | D | 12,000 | D | — | Jun 1, 2027 | Common Stock | 12,000 | 0 | D |
| Director Nonqualified Stock Option (Right to Buy)F7,F8 | $46.89 | Jan 22, 2019 | D | 7,290 | D | — | Jun 1, 2028 | Common Stock | 7,290 | 0 | D |
Explanation of responses
- F1Tendered in connection with 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").
- 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.
- F5Each restricted stock unit ("RSU") represents a contingent right to receive one share of TESARO common stock.
- F6These 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.
- F7Pursuant 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]
- F8[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.