Tesaro (TSRO) Form 3 TESARO / Orlando Oliveira 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^*

Oliveira Orlando

(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)
02/23/2017

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 & GM, International

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)
Common Stock	1,250	D

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)	09/01/2025	Common Stock	53,125	51.69	D
Employee Stock Option (right to buy)	(2)	03/01/2026	Common Stock	29,167	43.39	D
Restricted Stock Units	(3)	(3)	Common Stock	3,750	(4)	D
Restricted Stock Units	(5)	(5)	Common Stock	17,500	(4)	D

Explanation of Responses:

1. As of February 23, 2017, 4,687 shares of TESARO common stock subject to the option have vested and are exercisable, and the remaining unvested portion of the option vests in equal installments on the first of each month through September 1, 2019.

2. As of February 23, 2017, 2,187 shares of TESARO common stock subject to the option have vested and are exercisable, and the remaining unvested portion of the option vests in equal monthly installments on the first of each month through March 1, 2020.

3. The restricted stock units vest in three equal annual installments beginning on September 1, 2017.

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

5. The restricted stock units vest in four equal annual installments beginning on March 1, 2017.

Remarks:

	/s/ Joseph L. Farmer, attorney-in-fact	03/01/2017
	** 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 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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