UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2019

TESARO, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35587	27-2249687
(state or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

1000 Winter Street
Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (339) 970-0900

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Introductory~~Item ~~Note~~1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission ~~(the “SEC”)~~ by TESARO, Inc., a Delaware corporation (the “Company”), on December 3, 2018, the Company entered into an Agreement and Plan of Merger, dated December 3, 2018 (the “Merger Agreement”), with GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), and Parent’s indirect wholly-owned subsidiary, Adriatic Acquisition Corporation, a Delaware corporation (“Purchaser”). Pursuant to the Merger Agreement, on December 14, 2018, Purchaser commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (“Shares”), for $75.00 per Share (the “Offer Price”), net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 14, 2018 (as amended or supplemented), and the related Letter of Transmittal.

The Offer, as extended, expired at 6:00 P.M., Eastern Time, on January 18, 2019 (the “Expiration Time”). The Computershare Trust Company, N.A., the depositary for the Offer, advised Parent and Purchaser that, as of the Expiration Time, 50,118,797 Shares were tendered pursuant to the Offer, which represented approximately 82.8% of the issued and outstanding Shares as calculated in accordance with the Merger Agreement. The number of Shares tendered satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied or waived, Purchaser, on January 22, 2019, accepted for payment all such Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Time and made payment for such Shares. As a result of its acceptance of, and payment for, the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the merger of Purchaser with and into the Company (the “Merger”) on January 22, 2019 (the “Effective Time”).

On January 22, 2019, asin aconnection ~~result~~with ofthe ~~its~~completion ~~acceptance~~ of, ~~and payment for,~~ the ~~Shares tendered in the Offer~~Merger, ~~Purchaser acquired a sufficient number of Shares to complete~~ the ~~merger~~Company ~~of Purchaser with~~ and ~~into~~U.S. ~~the~~Bank ~~Company~~National Association (the “~~Merger~~Trustee”) ~~without~~entered into a ~~vote~~Second ofSupplemental ~~the~~Indenture ~~stockholders of the Company pursuant to Section 251~~(~~h) of~~ the ~~General~~“Second ~~Corporation~~Supplemental ~~Law of the State of Delaware (the “DGCL~~Indenture”). ~~Accordingly,~~to ~~following consummation of~~ the ~~Offer~~Indenture, ~~Parent~~dated ~~and~~as ~~Purchaser effected the Merger pursuant to Section 251(h)~~ of ~~the DGCL. In the Merger~~September 29, ~~each~~2014 ~~Share that was issued and outstanding immediately prior to the effective time of the Merger~~ (the “~~Effective~~Base ~~Time~~Indenture”) ~~(other than (1) Shares owned by Parent~~, ~~Purchaser~~between or the Company orand ~~any direct or indirect wholly-owned subsidiary of Parent, Purchaser or~~ the ~~Company~~Trustee, ~~including~~and ~~all~~supplemented ~~Shares held~~ by the ~~Company~~First asSupplemental ~~treasury stock~~Indenture, ordated ~~(2) Shares~~as ~~that~~of ~~are~~September 29, ~~held~~2014, bybetween ~~any~~the ~~stockholder~~Company ~~who is entitled to demand~~ and ~~properly~~the ~~demands~~Trustee ~~appraisal~~(the ~~pursuant~~“First toSupplemental Indenture,” and ~~who~~together ~~complies in all respects~~ with the ~~provisions~~Base ~~of,~~Indenture ~~Section 262~~and of the ~~DGCL~~Second ~~with~~Supplemental ~~respect~~Indenture, ~~to such Shares) was converted into~~ the ~~right to receive an amount in cash equal to the Offer Price~~“Indenture”), ~~payable~~relating ~~net~~ to the ~~holder~~Company’s in3.00% ~~cash,~~Convertible ~~without~~Senior ~~interest,~~Notes ~~subject~~due to2021 ~~any withholding taxes required by applicable law, at~~ (the ~~Effective Time~~“Notes”).

~~Pursuant~~The toSecond ~~the~~Supplemental ~~Merger~~Indenture ~~Agreement,~~reflects ~~each option to acquire Shares~~that, ~~other~~from ~~than awards under the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”) (each such option, a “Company Stock Option”), that was outstanding~~ and ~~unvested~~after ~~immediately prior to~~ the Effective Time, ~~vested in full at~~ the ~~Effective~~right ~~Time.~~of ~~Each Company Stock Option that was outstanding immediately prior to~~ the ~~Effective~~holders ~~Time~~of ~~that had an exercise price per Share that was less than~~ the ~~$75.00~~Notes ~~per~~to ~~Share~~convert ~~(the~~each ~~“Merger Consideration”)~~$1,000 ~~payable~~principal ~~net~~amount toof the ~~holder~~Notes inshall ~~cash,~~be ~~without~~changed ~~interest, subject~~ to ~~any~~a ~~withholding~~right ~~taxes~~to ~~required~~convert bysuch ~~applicable~~principal ~~law,~~amount ~~was cancelled, and, in exchange therefor, the former holder~~ of ~~such~~Notes ~~cancelled~~into ~~Company~~cash ~~Stock~~in ~~Option is entitled to receive (without interest)~~ an amount ininitially ~~cash (less applicable withholding of taxes required by applicable law)~~ equal to ~~the product of~~ (ix) the ~~total~~Conversion ~~number~~Rate ofin ~~Shares~~effect ~~subject to the unexercised portion of such Company Stock Option~~ immediately prior to the ~~Effective~~Merger ~~Time~~(as ~~multiplied~~increased by ~~(ii)~~Section ~~the~~4.06 ~~excess~~ of the ~~Merger~~Indenture), ~~Consideration~~multiplied ~~over~~by (y) the applicable exercise price per Share under such Company Stock Option. Each Company Stock Option that was outstanding immediately prior to the Effective Time that had an exercise price per Share that was greater than or equal to the Merger Consideration ~~was cancelled at the Effective Time, and the holder of such Company Stock Option is not entitled to receive any payment in exchange for the cancellation of the Company Stock Option~~.

~~Pursuant~~The toforegoing ~~the~~description ~~Merger~~of ~~Agreement, each equity award or right measured by~~ the ~~value~~Second ofSupplemental ~~Shares~~Indenture ~~(or~~does ~~pursuant~~not purport to ~~which Shares may~~ be ~~delivered)~~complete ~~(including deferred units or similar rights or awards of non-employee directors), other than an award under the ESPP~~ and ais ~~Company~~subject ~~Stock Option (collectively~~to, ~~“Company Equity Awards”) that was outstanding~~ and ~~unvested~~qualified ~~immediately prior to the Effective Time vested~~ in ~~full~~its atentirety ~~the~~by ~~Effective~~reference ~~Time. Each Company Equity Award that was outstanding immediately prior~~ to ~~the Effective Time was cancelled~~, ~~and~~ the ~~former~~full ~~holder~~text of ~~such~~the ~~cancelled~~Second ~~Company~~Supplemental ~~Equity~~Indenture, ~~Award~~which is ~~entitled,~~attached inas ~~exchange~~Exhibit 4.1 ~~therefor,~~ to ~~receive~~this ~~(without~~Current ~~interest)~~Report anon ~~amount~~Form 8-K inand ~~cash~~is ~~(less~~incorporated ~~applicable withholding of taxes required~~ by ~~applicable~~reference ~~law)~~into ~~equal~~this toItem ~~the~~1.01.

2Item 1.02 Termination of a Material Definitive Agreement.

~~product~~On January 23, 2019, in connection with the consummation of ~~(i)~~ the ~~total~~Merger, ~~number~~the Company repaid all obligations outstanding under its Loan Agreement, dated as of ~~Shares~~November 21, ~~subject~~2017, toby and among the Company, its wholly owned subsidiary TESARO Securities Corporation, BioPharma Credit PLC, as collateral agent, and the lenders party thereto (the “Lenders”) (as amended, supplemented or ~~deliverable~~otherwise ~~under~~modified from time to time, the “Loan Agreement”), ~~such~~and all agreements related thereto have been terminated and all necessary filings will be completed in accordance with the terms of the Loan Agreement. As a result of the early termination of the Loan Agreement, the Company ~~Equity~~was ~~Award~~required ~~immediately~~to ~~prior~~pay, in addition to the ~~Effective~~outstanding ~~Time~~principal ~~(determined~~and ~~after~~interest, ~~giving~~certain ~~effect~~prepayment premiums and make-whole payments to the ~~accelerated~~Lenders. ~~vesting~~The ~~described~~foregoing inis only a description of the ~~previous~~Loan ~~sentence)~~Agreement ~~multiplied~~and is qualified in its entirety by ~~(ii)~~reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.37 to the ~~Merger~~Company’s ~~Consideration~~Annual Report on Form 10-K, filed on February 28, 2018 and is incorporated herein by reference.

~~Item~~ 2~~.01 Completion of Acquisition or Disposition of Assets.~~

AsItem ~~described~~2.04 inTriggering ~~the~~Events ~~Introductory~~That ~~Note~~Accelerated ~~above,~~or onIncrease ~~January 22,~~a ~~2019,~~Direct ~~Purchaser~~Financial ~~accepted~~Obligation ~~for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer on~~ or ~~prior~~an toObligation ~~the~~under ~~Expiration~~an Time and on January 22, 2019, paid for such Shares. Shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. At the Effective Time, the Company became a whollyOff-~~owned~~Balance ~~subsidiary~~Sheet ~~of Parent~~Arrangement. ~~As a result, a change of control of the Company occurred.~~

The ~~information~~consummation ~~contained~~of in the Offer ~~Introductory~~constitutes ~~Note~~a Fundamental ~~of this Current Report on Form~~Change ~~8-K~~and isthe ~~incorporated~~consummation ~~by reference into this Item 2.01. The foregoing description~~ of the Merger isconstitutes ~~qualified in its entirety by reference to the Merger Agreement,~~ a ~~copy of which is attached to this Current Report on Form~~ 8Make-~~K as Exhibit~~Whole ~~2.1~~Adjustment ~~and~~Event isunder ~~incorporated~~the ~~herein~~First Supplemental ~~by reference~~Indenture.

~~Item~~Pursuant ~~3.01~~to ~~Notice~~the First Supplemental Indenture, each holder of ~~Delisting~~Notes has the option, subject to certain conditions, to require the Company to repurchase for cash all or ~~Failure~~any portion of such holder’s Notes that is equal to ~~Satisfy~~$1,000, or an integral multiple of $1,000 in excess thereof, on February 22, 2019 (the “Fundamental Change Purchase Date”). The Company will repurchase such Notes validly tendered and not withdrawn prior to 5:00 P.M. New York City time on February 21, 2019 at a ~~Continuing~~price ~~Listing~~(the ~~Rule~~“Fundamental orChange ~~Standard;~~Purchase ~~Transfer~~Price”) equal to 100% of ~~Listing~~the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Purchase Date. The Fundamental Change Purchase Price, including accrued interest, is $1,011.75 per $1,000 principal amount of Notes validly surrendered for repurchase and not validly withdrawn.

OnIn ~~January 22~~addition, ~~2019,~~pursuant into ~~connection with~~ the ~~consummation~~respective ofterms ~~the Offer~~ and ~~the~~conditions ~~Merger,~~of the ~~Company (i)~~First ~~notified~~Supplemental Indenture, the ~~NASDAQ~~Notes ~~Stock~~are ~~Market~~currently ~~(“NASDAQ”)~~convertible ofat the ~~consummation~~option of the ~~Merger~~holders ~~and~~thereof. ~~(ii) requested~~Pursuant ~~that~~to ~~NASDAQ~~the ~~file~~terms ~~with~~and ~~the~~conditions ~~SEC~~of athe ~~Form~~First 25Supplemental ~~Notification~~Indenture, ofif ~~Removal~~any ~~from~~holder ~~Listing~~elects ~~and/or Registration~~ to ~~delist~~convert ~~and~~Notes ~~deregister~~at ~~the~~any ~~Shares~~time ~~under~~from ~~Section~~January ~~12(b) of the Securities Exchange Act of 1934~~22, as2019 ~~amended~~until ~~(the~~5:00 ~~“Exchange Act”)~~P.M. New ~~Trading~~York ofCity ~~Shares~~time on ~~the~~February 21, ~~NASDAQ~~2019 ~~was~~(such ~~suspended~~period, ~~prior to~~ the ~~opening~~“Make-Whole ofAdjustment ~~trading on January 22~~Period”), ~~2019.~~the ~~The~~applicable ~~Company~~Conversion ~~also~~Rate ~~intends~~(as todefined ~~file~~in ~~with~~ the ~~SEC~~First aSupplemental ~~Form 15~~Indenture) ~~requesting~~will ~~that~~be ~~the~~increased ~~Company’s~~to ~~reporting~~29.4495 ~~obligations~~per ~~under~~$1,000 ~~Section 13~~principal ~~and~~amount ~~15(d)~~ of the ~~Exchange~~Notes ~~Act~~properly beconverted ~~suspended~~during the Make-Whole Adjustment Period.

The information contained in Item 31.0301 ~~Material~~of ~~Modification~~this toCurrent ~~Rights~~Report on Form 8-K is incorporated by reference into this Item 2.04. In addition, the information contained in Item 8.01 of ~~Security~~this ~~Holders~~Current Report on Form 8-K and the press release filed as Exhibit 99.1 is incorporated by reference.

~~The~~Item ~~information contained in the Introductory Note and Items 2~~8.01, ~~3.01~~Other ~~and 5~~Events.~~03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.~~

~~Item~~On ~~5.01~~January 24, 2019, the Company issued a press release relating to the occurrence of a Fundamental Change, a Make-Whole Adjustment Event, and entry into the Second Supplemental Indenture in ~~Control~~connection ofwith ~~Registrant~~the Notes. The press release is attached as Exhibit 99.1 and incorporated by reference herein.

The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and as contemplated by the Merger Agreement, upon the consummation of the Merger, the directors of Purchaser, William J. Mosher and Norman J. Vojir, became the directors of the Company at the Effective Time. Individual appointments to the various committees of the Company’s Board of Directors (the “Board”) have not been determined as of the date hereof. In connection therewith, each of David M. Mott, Lawrence M. Alleva, James O. Armitage, M.D., Earl M. (Duke) Collier, Jr., Mary Lynne Hedley, Ph.D., Lonnie O. Moulder, Jr., Garry A. Nicholson, Kavita Patel, M.D., Beth Seidenberg, M.D. and Pascale Witz tendered their respective resignations as directors from the Board and from all committees of the Board on which such directors served, effective as of the Effective Time.

Further, pursuant to the Merger Agreement, effective as of the Effective Time, the following officers of Purchaser immediately prior to the Effective Time became the officers of the Company.

Hal V. Barron President Kevin Sin Vice President Kristen B. Slaoui Vice President

William J. Mosher Vice President and Secretary Norman J. Vojir Vice President and Treasurer Justin T. Huang Assistant Secretary Hatixhe Hoxha Assistant Secretary

Each of Leon O. Moulder, Jr., Mary Lynne Hedley, Ph.D., Timothy R. Pearson, Grant C. Bogle, Joseph L. Farmer, Martin H. Huber, M.D. and Orlando Oliveira ceased to be executive officers of the Company effective as of the Effective Time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 3, 2018, among the Company, GlaxoSmithKline plc and Adriatic Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K/A filed by the Company with the SEC on December 3, 2018).
4.1		Second Supplemental Indenture, dated as of January 22, 2019, by and between the Company and the Trustee.
3.1		Amended and Restated Certificate of Incorporation of TESARO, Inc.
99.1		Press Release dated January 24, 2019.
3.2		Amended and Restated Bylaws of TESARO, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TESARO, Inc. By: /s/ William J. Mosher William J. Mosher Vice President and Secretary

	TESARO, Inc.

	By:	/s/ Jerald Korn
		Jerald Korn
		Senior Vice President and Assistant Secretary

Dated: January 24, 2019

~~Dated: January 22, 2019~~4

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