0001193125-13-327609.txt : 20130809 0001193125-13-327609.hdr.sgml : 20130809 20130808214006 ACCESSION NUMBER: 0001193125-13-327609 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130809 DATE AS OF CHANGE: 20130808 GROUP MEMBERS: ARNOLD L. ORONSKY GROUP MEMBERS: BRUCE A. CLEVELAND GROUP MEMBERS: DOUGLAS A. PEPPER GROUP MEMBERS: DOUGLAS C. FISHER GROUP MEMBERS: GILBERT H. KLIMAN GROUP MEMBERS: INTERWEST MANAGEMENT PARTNERS X, LLC GROUP MEMBERS: KEVAL DESAI GROUP MEMBERS: KHALED A. NASR GROUP MEMBERS: NINA S. KJELLSON GROUP MEMBERS: PHILIP T. GIANOS GROUP MEMBERS: W. STEPHEN HOLMES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESARO, Inc. CENTRAL INDEX KEY: 0001491576 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272249687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86904 FILM NUMBER: 131023924 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 3300 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (339) 970-0900 MAIL ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 3300 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Tesaro, Inc. DATE OF NAME CHANGE: 20100510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST PARTNERS X LP CENTRAL INDEX KEY: 0001443898 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, SECOND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, SECOND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 d582682dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Tesaro, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

881569 107

(CUSIP Number)

W. STEPHEN HOLMES III

INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

MENLO PARK, CALIFORNIA 94025

TELEPHONE: (650) 854-8585

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

InterWest Partners X, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

California, United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

2,471,701 shares of Common Stock (2)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,471,701 shares of Common Stock (2)

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,701 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

PN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by InterWest Partners X, L.P. (“InterWest X”), InterWest Management Partners X, LLC (“IMP X,” together with InterWest X, the “InterWest Entities”), Philip T. Gianos (“Gianos”), W. Stephen Holmes III (“Holmes”), Nina Kjellson (“Kjellson”), Gilbert H. Kliman (“Kliman”), Arnold L. Oronsky (“Oronsky”), Douglas A. Pepper (“Pepper”), Bruce A. Cleveland (“Cleveland”), Khaled A. Nasr (“Nasr”), Douglas C. Fisher (“Fisher”) and Keval Desai (“Desai”). Together with the InterWest Entities, Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland, Nasr, Desai and Fisher are herein collectively referred to as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2013.

 

2.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

InterWest Management Partners X, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

California, United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

2,471,701 shares of Common Stock (2)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,471,701 shares of Common Stock (2)

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,701 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)    

14.  

Type of Reporting Person (see instructions)

 

OO

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

3.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Bruce A. Cleveland

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,701 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

4.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Philip T. Gianos

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

160 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

160 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,861 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

5.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

W. Stephen Holmes III

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

487 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

487 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,472,188 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

6.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Nina S. Kjellson

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

118 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

118 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,819 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

7.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Gilbert H. Kliman

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

1,216 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

1,216 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,472,917 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

8.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Khaled A. Nasr

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

180 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

180 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,881 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

9.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Arnold L. Oronsky

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

5,459 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

5,459 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,477,160 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

10.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Douglas A. Pepper

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,701 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) The shares are owned by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

11.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Douglas C. Fisher

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

15 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

15 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,716 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

12.


CUSIP No. 881569 107   13D  

 

  1.   

Name of Reporting Persons

 

Keval Desai

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x(1)

 

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

120 shares of Common Stock

     8.   

Shared Voting Power

 

2,471,701 shares of Common Stock (2)

     9.   

Sole Dispositive Power

 

120 shares of Common Stock

   10.   

Shared Dispositive Power

 

2,471,701 shares of Common Stock (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,471,821 shares of Common Stock (2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row 11

 

7.6% (3)

14.  

Type of Reporting Person (see instructions)

 

IN

 

(1) This Amendment No. 1 to the statement on Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes 2,471,701 shares of Common Stock held by InterWest X. IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

 

13.


Explanatory Note

This Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D is being filed by the Reporting Persons (as defined below) and amends and restates the Schedule 13D filed with the Commission on July 13, 2012 (the “Original Schedule 13D”), and relates to shares of Common Stock, $0.0001 par value per share (“Common Stock”), of Tesaro, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report the distribution of shares of Common Stock of the Issuer on August 5, 2013. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased.

Items 2, 4, 5 and 7 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 2. Identity and Background

Schedule 1 of the Original Schedule 13D is hereby amended and restated in its entirety by Schedule 1 hereto.

 

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

On August 5, 2013, the Reporting Persons distributed in kind an aggregate of 600,000 shares of Common Stock held by the Reporting Persons on a pro rata basis to their respective partners and members.

 

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a)(b) The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Statement on Schedule 13D is provided as of the date of this filing:

 

Reporting Persons   

Shares

Held

Directly (1)

    

Sole

Voting

Power (1)

    

Shared

Voting

Power (1)

    

Sole

Dispositive

Power (1)

    

Shared

Dispositive

Power (1)

    

Beneficial

Ownership
(1)

    

Percentage

of

Class (1, 3)

 

InterWest X

     2,471,701         2,471,701         0         2,471,701         0         2,471,701         7.6

IMP X (2)

     0         2,471,701         0         2,471,701         0         2,471,701         7.6

Gianos (2)

     160         160         2,471,701         160         2,471,701         2,471,861         7.6

Holmes (2)

     487         487         2,471,701         487         2,471,701         2,472,188         7.6

Kjellson (2)

     118         118         2,471,701         118         2,471,701         2,471,819         7.6

Kliman (2)

     1,216         1,216         2,471,701         1,216         2,471,701         2,472,917         7.6

Oronsky (2)

     5,459         5,459         2,471,701         5,459         2,471,701         2,477,160         7.6

Pepper (2)

     0         0         2,471,701         0         2,471,701         2,471,701         7.6

Cleveland (2)

     0         0         2,471,701         0         2,471,701         2,471,701         7.6

Nasr (2)

     180         180         2,471,701         180         2,471,701         2,471,881         7.6

Desai (2)

     120         120         2,471,701         120         2,471,701         2,471,821         7.6

Fisher (2)

     15         15         2,471,701         15         2,471,701         2,471,716         7.6

 

14.


(1) Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.
(2) IMP X serves as the general partner of InterWest X. Gianos, Holmes, Kjellson, Kliman, Oronsky, Pepper, Cleveland are Managing Directors of IMP X, and Nasr, Desai and Fisher are Venture Members of IMP X and share voting and dispositive power over the shares held by InterWest X, and may be deemed to own beneficially the shares held by InterWest X. Pepper and Cleveland own no securities of the Issuer directly as of the date of this filing.
(3) This percentage set forth on the cover sheets is calculated based on 32,620,213 shares of the Issuer’s Common Stock outstanding as of July 25, 2013, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 26, 2013.

(c) On August 5, 2013, the Reporting Persons distributed in kind the following shares of Common Stock on a pro rata basis to their respective partners and members:

 

Reporting Person(s)    Number of
Shares Distributed
 

InterWest X

     600,000   

Gianos

     160   

Holmes

     487   

Kjellson

     118   

Kliman

     1,216   

Oronsky

     1,216   

Desai

     120   

Fisher

     15   

Nasr

     180   

 

Item 7. Material to Be Filed as Exhibits

 

A. Agreement regarding filing of joint Schedule 13D

 

B. Power of Attorney of Douglas C. Fisher

 

15.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 8, 2013

INTERWEST PARTNERS X, L.P.

By:   InterWest Management Partners X, LLC
Its:   General Partner
By:  

/s/ W. Stephen Holmes III

  W. STEPHEN HOLMES III
  Managing Director

INTERWEST MANAGEMENT PARTNERS X, LLC

By:  

/s/ W. Stephen Holmes III

  W. STEPHEN HOLMES III
  Managing Director

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos

            /s/ W. Stephen Holmes III

            W. Stephen Holmes III

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Nina Kjellson

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Douglas A. Pepper

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Bruce A. Cleveland

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Khaled A. Nasr

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Keval Desai

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Douglas C. Fisher

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

 

16.


SCHEDULE I

Managers:

Philip T. Gianos

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

W. Stephen Holmes III

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Nina S. Kjellson

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Gilbert H. Kliman

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Arnold L. Oronsky

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Douglas A. Pepper

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Bruce A. Cleveland

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Managing Director of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Venture Members:

Khaled A. Nasr

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Venture Member of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

 

17.


Keval Desai

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Venture Member of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

Douglas C. Fisher

c/o InterWest Partners

2710 Sand Hill Road, Suite 200

Menlo Park, California 94025

Principal Occupation: Venture Member of IMP X, which serves as the general partner of InterWest X

Citizenship: United States of America

 

18.


EXHIBIT INDEX

 

A. Agreement regarding filing of joint Schedule 13D

 

B. Power of Attorney of Douglas C. Fisher

 

19.

EX-99.A 2 d582682dex99a.htm EX-A EX-A

Exhibit A

JOINT FILING STATEMENT

I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the Common Stock of Tesaro, Inc. is filed on behalf of each of the undersigned.

 

Date: August 8, 2013

INTERWEST PARTNERS X, L.P.
By:   InterWest Management Partners X, LLC
Its:   General Partner
Date:   August 8, 2013
INTERWEST PARTNERS X, L.P.
By:   InterWest Management Partners X, LLC
Its:   General Partner
By:  

/s/ W. Stephen Holmes III

  W. STEPHEN HOLMES III
  Managing Director
INTERWEST MANAGEMENT PARTNERS X, LLC
By:  

/s/ W. Stephen Holmes III

  W. STEPHEN HOLMES III
  Managing Director

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos

            /s/ W. Stephen Holmes III

            W. Stephen Holmes III

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Nina Kjellson

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Douglas A. Pepper

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Bruce A. Cleveland

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Khaled A. Nasr

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Keval Desai

/s/ Karen A. Wilson

Karen A. Wilson, Attorney-in-Fact for Douglas C. Fisher
EX-99.B 3 d582682dex99b.htm EX-B EX-B

Exhibit B

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

The undersigned, Douglas C. Fisher, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of March, 2013.

 

DOUGLAS C. FISHER

/s/ Douglas C. Fisher

 

B-1.