SEC Form 4 · accession 0001209191-19-004683
TESARO, Inc. · TSRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Barris
10% Owner
Period of report
Jan 22, 2019
Accepted (ET)
Jan 22, 2019 · 10:07 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 |
| Common StockF1,F3 | Jan 22, 2019 | U | 739,517 | $75.00 | D | 0 | I | See Note 3 |
| Common StockF1,F4 | Jan 22, 2019 | U | 767 | $75.00 | D | 0 | I | See Note 4 |
| Common StockF1,F5 | Jan 22, 2019 | U | 767 | $75.00 | D | 0 | I | See Note 5 |
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 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 Reporting Person is a member of PJ Barris, LLC, which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the shares of the Issuer held by PJ Barris, LLC in which the Reporting Person has no pecuniary interest.
- F5The Reporting Person is the investment advisor of PDB II LLC, which is 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 held by PDB II LLC in which the Reporting Person has no pecuniary interest.