SEC Form 4 · accession 0001209191-19-004682
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NEW ENTERPRISE ASSOCIATES 13 LP
10% Owner
NEA 13 GP, Ltd
10% Owner
NEA Partners 13, Limited Partnership
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,F2 | Jan 22, 2019 | U | 9,681,038 | $75.00 | D | 0 | I | See Note 2 |
Table II — derivative securities
No Table II lines on this filing.
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 shares are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Indirect Reporting Persons have no pecuniary interest.