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