TESARO, Inc.
TESARO, Inc. (Form: 4, Received: 03/03/2017 17:20:36)
FORM 4
[ ] 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
                                                                                  
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OMB Number: 3235-0287
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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 *

PEARSON TIMOTHY R
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)
Exec. VP, CFO
(Last)          (First)          (Middle)

C/O TESARO, INC., 1000 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2017
(Street)

WALTHAM, MA 02451
(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   3/1/2017     M    4375   A $0   4375   D    
Common Stock   3/2/2017     S (1)    1447   D $177.61   2928   D    

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
Restricted Stock Units     (2) 3/1/2017     M         4375      (3)   (3) Common Stock   4375   $0   13125   D    
Restricted Stock Units     (2) 3/1/2017     A      5930         (4)   (4) Common Stock   5930   $0   5930   D    
Employee Stock Option (right to buy)   $178.95   3/1/2017     A      10782         (5) 3/1/2027   Common Stock   10782   $0   10782   D    

Explanation of Responses:
( 1)  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.
( 2)  Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
( 3)  The restricted stock units were granted on March 1, 2016 and vest in four equal annual installments beginning on March 1, 2017.
( 4)  The restricted stock units vest in four equal annual installments beginning on March 1, 2018.
( 5)  The option vests in 48 equal monthly installments beginning on April 1, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PEARSON TIMOTHY R
C/O TESARO, INC.
1000 WINTER STREET
WALTHAM, MA 02451


Exec. VP, CFO

Signatures
/s/ Joseph L. Farmer, attorney-in-fact 3/3/2017
** 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 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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