Joseph L Farmer Form 4 TESARO / Joseph L Farmer ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Farmer Joseph L

(Last) (First) (Middle)

C/O TESARO, INC.

1000 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr.VP,Gen.Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	03/01/2018		M		4,375	A	$0	9,005(1)	D
Common Stock	03/01/2018		M		1,483	A	$0	10,488	D
Common Stock	03/02/2018		S(2)		2,634	D	$54.86(3)	7,854	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	(4)	03/01/2018		M			4,375	(5)	(5)	Common Stock	4,375	$0	8,750	D
Restricted Stock Units	(4)	03/01/2018		M			1,483	(6)	(6)	Common Stock	1,483	$0	4,447	D
Restricted Stock Units	(4)	03/01/2018		A		18,182		(7)	(7)	Common Stock	18,182	$0	18,182	D
Employee Stock Option (right to buy)	$55.84	03/01/2018		A		31,954		(8)	03/01/2028	Common Stock	31,954	$0	31,954	D

Explanation of Responses:

1. Includes 14 shares purchased pursuant to the TESARO, Inc. 2012 Employee Stock Purchase Plan in transactions that were exempt under Section 16b-3(c) and Section 16b-3(d).

2. This sale was effected pursuant to the terms of a 10b5-1 plan adopted by the reporting person and was made in order to pay the tax liability arising from the vesting of restricted stock units.

3. The price reported is a weighted average. The shares were sold in multiple transactions at prices ranging from $54.38 to $54.87, inclusive. The reporting person undertakes to provide to TESARO, any security holder of TESARO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

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

5. The RSUs were granted on March 1, 2016, and the remaining RSUs vest in two equal annual installments on each of March 1, 2019 and 2020.

6. The RSUs were granted on March 1, 2017, and the remaining RSUs vest in three equal annual installments on each of March 1, 2019, 2020 and 2021.

7. The RSUs vest in four equal annual installments beginning on March 1, 2019.

8. The option vests in 48 equal monthly installments beginning on April 1, 2018.

	/s/ Joseph L. Farmer	03/05/2018
	** 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 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).
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