0001123292-19-000173.txt : 20190122
0001123292-19-000173.hdr.sgml : 20190122
20190122095827
ACCESSION NUMBER: 0001123292-19-000173
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: PEARSON TIMOTHY R
CENTRAL INDEX KEY: 0001528617
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35587
FILM NUMBER: 19534533
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
0001528617
PEARSON TIMOTHY R
C/O TESARO, INC., 1000 WINTER STREET
WALTHAM,
MA
02451
0
1
0
0
Exec. VP, CFO
Common Stock
2019-01-22
4
U
0
6211
75.00
D
0
D
Restricted Stock Units
2019-01-22
4
D
0
8750
D
Common Stock
8750
0
D
Restricted Stock Units
2019-01-22
4
D
0
4447
D
Common Stock
4447
0
D
Restricted Stock Units
2019-01-22
4
D
0
18182
D
Common Stock
18182
0
D
Employee Stock Option (right to buy)
25.27
2019-01-22
4
D
0
125000
D
2024-05-27
Common Stock
125000
0
D
Employee Stock Option (right to buy)
55.11
2019-01-22
4
D
0
55000
D
2025-03-06
Common Stock
55000
0
D
Employee Stock Option (right to buy)
43.39
2019-01-22
4
D
0
35000
D
2026-03-01
Common Stock
35000
0
D
Employee Stock Option (right to buy)
178.95
2019-01-22
4
D
0
10782
D
2027-03-01
Common Stock
10782
0
D
Employee Stock Option (right to buy)
55.84
2019-01-22
4
D
0
31954
D
2028-03-01
Common Stock
31954
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