Gregory F Covino Form 3 TESARO / GREGORY F COVINO ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

COVINO GREGORY F

(Last) (First) (Middle)

C/O TESARO, INC.

1000 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2018

3. Issuer Name and Ticker or Trading Symbol
TESARO, Inc. [ TSRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CAO, PAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	07/16/2028	Common Stock	29,509	40.55	D
Restricted Stock Units	(2)	(2)	Common Stock	17,174	(4)	D
Restricted Stock Units	(3)	(3)	Common Stock	4,580	(4)	D

Explanation of Responses:

1. The option was granted July 16, 2018 and vests as follows: 25% of the shares subject to the option vest on the first anniversary of the grant date, and the remaining shares vest in 36 equal monthly installments through July 16, 2022.

2. The restricted stock units were granted July 16, 2018 and vest in four equal annual installments beginning on July 16, 2019.

3. The restricted stock units were granted July 16, 2018 and vest in one installment on July 16, 2020.

4. Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.

Remarks:

No non-derivative securities are beneficially owned. The reporting person was appointed principal accounting officer of the issuer effective August 2, 2018. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Joseph L. Farmer, attorney-in-fact	08/13/2018
	** 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 5 (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).
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