0001209191-19-004681.txt : 20190122 0001209191-19-004681.hdr.sgml : 20190122 20190122100612 ACCESSION NUMBER: 0001209191-19-004681 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: MOTT DAVID M CENTRAL INDEX KEY: 0001219871 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35587 FILM NUMBER: 19534545 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-01-22 1 0001491576 TESARO, Inc. TSRO 0001219871 MOTT DAVID M 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 Common Stock 2019-01-22 4 U 0 15362 75.00 D 0 D Common Stock 2019-01-22 4 U 0 9681038 75.00 D 0 I See Note 2 Common Stock 2019-01-22 4 U 0 739517 75.00 D 0 I See Note 3 Common Stock 2019-01-22 4 U 0 1333 75.00 D 0 I See Note 4 Director Restricted Stock Units 2019-01-22 4 D 0 4052 D Common Stock 4052 0 D Director Nonqualified Stock Option (Right to Buy) 46.22 2019-01-22 4 D 0 10000 D 2023-06-03 Common Stock 10000 0 D Director Nonqualified Stock Option (Right to Buy) 26.36 2019-01-22 4 D 0 10000 D 2024-06-01 Common Stock 10000 0 D Director Nonqualified Stock Option (Right to Buy) 60.77 2019-01-22 4 D 0 10000 D 2025-05-31 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 7290 D 2028-06-01 Common Stock 7290 0 D Tendered 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"). The 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. The 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. The 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. Each restricted stock unit ("RSU") 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/ Sasha Keough, attorney-in-fact 2019-01-22