4//SEC Filing
Armitage James O 4
Accession 0001123292-19-000162
CIK 0001491576other
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 9:55 AM ET
Size
20.5 KB
Accession
0001123292-19-000162
Insider Transaction Report
Form 4
TESARO, Inc.TSRO
Armitage James O
Director
Transactions
- Disposition to Issuer
Director Nonqualified Stock Option (right to buy)
2019-01-22−25,000→ 0 totalExercise: $46.22Exp: 2023-06-03→ Common Stock (25,000 underlying) - Disposition to Issuer
Director Nonqualified Stock Option (right to buy)
2019-01-22−12,000→ 0 totalExercise: $47.27Exp: 2026-06-01→ Common Stock (12,000 underlying) - Disposition from Tender
Common Stock
2019-01-22$75.00/sh−1,500$112,500→ 0 total(indirect: By Trust) - Disposition to Issuer
Director Restricted Stock Units
2019-01-22−4,052→ 0 total→ Common Stock (4,052 underlying) - Disposition to Issuer
Director Nonqualified Stock Option (right to buy)
2019-01-22−12,000→ 0 totalExercise: $149.22Exp: 2027-06-01→ Common Stock (12,000 underlying) - Disposition to Issuer
Director Nonqualified Stock Option (right to buy)
2019-01-22−7,209→ 0 totalExercise: $46.89Exp: 2028-06-01→ Common Stock (7,209 underlying) - Disposition to Issuer
Director Nonqualified Stock Option (right to buy)
2019-01-22−10,000→ 0 totalExercise: $60.77Exp: 2025-06-01→ Common Stock (10,000 underlying)
Footnotes (6)
- [F1]Tendered in connection with the tender offer made by Adriatic Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of GlaxoSmithKline plc, a public company organized under the laws of England and Wales ("Parent"), to purchase all of the issued and outstanding shares of TESARO, Inc., a Delaware corporation ("TESARO"), for $75.00 per share, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 3, 2018 by and among TESARO, Purchaser, and Parent (the "Merger Agreement").
- [F2]The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes, except to the extent of his pecuniary interest therein.
- [F3]Each restricted stock unit represents a contingent right to receive one share of TESARO common stock.
- [F4]These restricted stock units were cancelled pursuant to the Merger Agreement at the effective time of the Merger (the "Effective Time") in exchange for a cash payment of $75.00 per share.
- [F5]Pursuant to the Merger Agreement, each option that was outstanding and unvested immediately prior to the Effective Time vested in full at the Effective Time. [Cont'd]
- [F6][Continuation] Each option that was outstanding immediately prior to the Effective Time that had an exercise price per share less than $75.00 was cancelled in exchange for the right of the holder to receive (without interest) an amount in cash (less applicable withholding of taxes required by applicable law) equal to the product of (i) the total number of shares of TESARO common stock subject to the unexercised portion of such option immediately prior to the Effective Time (determined after giving effect to the accelerated vesting described in the previous sentence) multiplied by (ii) the excess, if any, of $75.00 over the applicable exercise price per share under such option. Each option that was outstanding immediately prior to the Effective Time with an exercise price per share that is greater than or equal to $75.00 was cancelled at the Effective Time, and the holder of such option is not entitled to any payment in exchange for the cancellation of the option.
Documents
Issuer
TESARO, Inc.
CIK 0001491576
Entity typeother
Related Parties
1- filerCIK 0001370087
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 9:55 AM ET
- Size
- 20.5 KB