FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Needle Michael N 		2. Issuer Name and Ticker or Trading Symbol

AVEO PHARMACEUTICALS INC [ AVEO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Medical Officer
(Last)          (First)          (Middle)

C/O AVEO PHARMACEUTICALS, INC., ONE BROADWAY, 14TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/17/2017
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/17/2017     J (1)    25907   D $0.00   25906   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy)   $1.00   8/17/2017     J   (1)       25907      (2) 5/17/2021   Common Stock   25907   $0.00   25906   D    
Stock Option (right-to-buy)   $1.07   8/17/2017     J   (3)       205729      (4) 2/3/2025   Common Stock   205729   $0.00   500000   D    
Stock Option (right to buy)   $1.08   8/17/2017     J   (5)       67889      (6) 1/7/2026   Common Stock   67889   $0.00   184000   D    

Explanation of Responses:
(1)  On August 17, 2017, Michael Needle entered into a marital settlement agreement with his wife pursuant to which he agreed to transfer to his wife 50% of his common stock and warrants.
(2)  The warrants are immediately exercisable.
(3)  Under the marital settlement agreement, Dr. Needle is deemed to hold 205,729 of these options for the benefit of his wife, who is entitled to the shares issued upon exercise of such options by Dr. Needle. Dr. Needle's wife may be deemed an indirect beneficial owner of these options.
(4)  This option vested as to 25% of the shares on January 9, 2016 and vests in thirty-six equal monthly installments thereafter as to the remaining shares through January 9, 2019, subject to Dr. Needle's continued service to the Company.
(5)  Under the marital settlement agreement, Dr. Needle is deemed to hold 67,889 of these options for the benefit of his wife, who is entitled to the shares issued upon exercise of such options by Dr. Needle. Dr. Needle's wife may be deemed an indirect beneficial owner of these options.
(6)  The shares underlying this option vest in equal monthly installments from January 7, 2016, through January 7, 2020, subject to Dr. Needle's continued service to the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Needle Michael N
C/O AVEO PHARMACEUTICALS, INC.
ONE BROADWAY, 14TH FLOOR
CAMBRIDGE, MA 02142

Chief Medical Officer

Signatures
/s/ Michael N. Needle 8/21/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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