FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

MOTT DAVID M 		2. Issuer Name and Ticker or Trading Symbol

TESARO, Inc. [ TSRO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

1954 GREENSPRING DRIVE, SUITE 600 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/22/2019
(Street)

TIMONIUM, MD 21093
(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   1/22/2019     U    15362   (1) D $75.00   0   D    
Common Stock   1/22/2019     U    9681038   (1) D $75.00   0   I   See Note 2   (2)
Common Stock   1/22/2019     U    739517   (1) D $75.00   0   I   See Note 3   (3)
Common Stock   1/22/2019     U    1333   (1) D $75.00   0   I   See Note 4   (4)

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
Director Restricted Stock Units     (5) 1/22/2019     D         4052      (6)   (6) Common Stock   4052     (6) 0   D    
Director Nonqualified Stock Option (Right to Buy)   $46.22   1/22/2019     D         10000      (7) (8) 6/3/2023   Common Stock   10000     (7) (8) 0   D    
Director Nonqualified Stock Option (Right to Buy)   $26.36   1/22/2019     D         10000      (7) (8) 6/1/2024   Common Stock   10000     (7) (8) 0   D    
Director Nonqualified Stock Option (Right to Buy)   $60.77   1/22/2019     D         10000      (7) (8) 5/31/2025   Common Stock   10000     (7) (8) 0   D    
Director Nonqualified Stock Option (Right to Buy)   $47.27   1/22/2019     D         12000      (7) (8) 6/1/2026   Common Stock   12000     (7) (8) 0   D    
Director Nonqualified Stock Option (Right to Buy)   $149.22   1/22/2019     D         12000      (7) (8) 6/1/2027   Common Stock   12000     (7) (8) 0   D    
Director Nonqualified Stock Option (Right to Buy)   $46.89   1/22/2019     D         7290      (7) (8) 6/1/2028   Common Stock   7290     (7) (8) 0   D    

Explanation of Responses:
(1)  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").
(2)  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.
(3)  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.
(4)  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.
(5)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of TESARO common stock.
(6)  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.
(7)  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]
(8)  [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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOTT DAVID M
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093 		X X


Signatures
/s/ Sasha Keough, attorney-in-fact 1/22/2019
** 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.
Tesaro, Inc. (NASDAQ:TSRO)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Tesaro, Inc. Charts.
Tesaro, Inc. (NASDAQ:TSRO)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Tesaro, Inc. Charts.