This Amendment No. 5 ("Amendment No. 5") to Schedule 13D amends and restates the statement on Schedule 13D originally filed on July 10, 2012, Amendment No. 1 thereto filed on June 10, 2015, Amendment No. 2 thereto filed on March 28, 2016, Amendment No. 3 thereto filed on March 9, 2018 and Amendment No. 4 thereto filed on December 6, 2018, relating to the common stock, $.0001 par value (the "Common Stock") of TESARO, Inc. (the "Issuer") having its principal executive office at 1000 Winter Street, Waltham, MA 02451.
Certain terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto).
This statement is being filed by:
(a) New Enterprise Associates 13, L.P. ("NEA 13") and NEA 15 Opportunity Fund, L.P. ("NEA 15-OF" and, together with NEA 13, the "Funds");
(b) NEA Partners 13, L.P. ("NEA Partners 13"), which is the sole general partner of NEA 13; NEA Partners 15-OF, L.P. ("NEA Partners 15-OF" and, together with NEA Partners 13, the "GPLPs"), which is the sole general partner of NEA 15-OF; NEA 13 GP, LTD ("NEA 13 LTD"), which is the sole general partner of NEA Partners 13, NEA 15 GP, LLC ("NEA 15 LLC" and, collectively with the GPLPs and NEA 13 LTD, the "Control Entities"), which is the sole general partner of NEA Partners 15-OF; and
(c) Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins"), David D. Mott ("Mott"), Scott D. Sandell ("Sandell") (collectively, the "Directors") and Michael James Barrett ("Barrett").
Barris, Baskett, Mott and Sandell are directors of NEA 13 LTD and managers of NEA 15 LLC. Kerins is a director of NEA 13 LTD.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of the Funds and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris, Kerins and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 13 and the NEA Partners 13 are exempt limited partnerships organized under the laws of the Cayman Islands. NEA 13 LTD is an exempted company organized under the laws of the Cayman Islands. NEA 15-OF and NEA Partners 15-OF are limited partnerships organized under the laws of the State of Delaware. NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Directors is a United States citizen.