0001123292-19-000164.txt : 20190122 0001123292-19-000164.hdr.sgml : 20190122 20190122095605 ACCESSION NUMBER: 0001123292-19-000164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190122 FILED AS OF DATE: 20190122 DATE AS OF CHANGE: 20190122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLLIER EARL M JR CENTRAL INDEX KEY: 0001201254 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35587 FILM NUMBER: 19534520 MAIL ADDRESS: STREET 1: C/O TESARO, INC. STREET 2: 1000 WINTER STREET, SUITE 3300 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-01-22 1 0001491576 TESARO, Inc. TSRO 0001201254 COLLIER EARL M JR C/O TESARO, INC., 1000 WINTER STREET WALTHAM, MA 02451 1 0 0 0 Common Stock 2019-01-22 4 U 0 2090 75.00 D 0 D Director Restricted Stock Units 2019-01-22 4 D 0 4052 D Common Stock 4052 0 D Director Nonqualified Stock Option (right to buy) 26.36 2019-01-22 4 D 0 25000 D 2024-06-01 Common Stock 25000 0 D Director Nonqualified Stock Option (right to buy) 60.77 2019-01-22 4 D 0 10000 D 2025-06-01 Common Stock 10000 0 D Director Nonqualified Stock Option (right to buy) 47.27 2019-01-22 4 D 0 12000 D 2026-06-01 Common Stock 12000 0 D Director Nonqualified Stock Option (right to buy) 149.22 2019-01-22 4 D 0 12000 D 2027-06-01 Common Stock 12000 0 D Director Nonqualified Stock Option (right to buy) 46.89 2019-01-22 4 D 0 7209 D 2028-06-01 Common Stock 7209 0 D Tendered in connection with the 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"). Each restricted stock unit represents a contingent right to receive one share of TESARO common stock. These 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. Pursuant 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] [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. /s/ Joseph L. Farmer, Attorney-in-Fact 2019-01-22