Sec Form 4 Filing - Farmer Joseph L @ TESARO, Inc. - 2019-01-22

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Farmer Joseph L 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) Sr VP, Gen Counsel & Secretary (Last) (First) (Middle) C/O TESARO, INC., 1000 WINTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2019 (Street) WALTHAM,, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/22/2019 U 9,367 ( 1 ) ( 2 ) D $ 75 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ( 3 ) 01/22/2019 D 8,750 ( 4 ) ( 4 ) Common Stock 8,750 ( 4 ) 0 D Restricted Stock Units ( 3 ) 01/22/2019 D 1,250 ( 4 ) ( 4 ) Common Stock 1,250 ( 4 ) 0 D Restricted Stock Units ( 3 ) 01/22/2019 D 4,447 ( 4 ) ( 4 ) Common Stock 4,447 ( 4 ) 0 D Restricted Stock Units ( 3 ) 01/22/2019 D 18,182 ( 4 ) ( 4 ) Common Stock 18,182 ( 4 ) 0 D Employee Stock Option (right to buy) $ 57.66 01/22/2019 D 75,000 ( 5 )( 6 ) 03/30/2025 Common Stock 75,000 ( 5 ) ( 6 ) 0 D Employee Stock Option (right to buy) $ 43.39 01/22/2019 D 35,000 ( 5 )( 6 ) 03/01/2026 Common Stock 35,000 ( 5 ) ( 6 ) 0 D Employee Stock Option (right to buy) $ 178.95 01/22/2019 D 10,782 ( 5 )( 6 ) 03/01/2027 Common Stock 10,782 ( 5 ) ( 6 ) 0 D Employee Stock Option (right to buy) $ 55.84 01/22/2019 D 31,954 ( 5 )( 6 ) 03/01/2028 Common Stock 31,954 ( 5 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Farmer Joseph L C/O TESARO, INC., 1000 WINTER STREET WALTHAM,, MA02451 Sr VP, Gen Counsel & Secretary Signatures /s/ Joseph L. Farmer 01/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )This number includes shares of TESARO common stock purchased under the TESARO, Inc. 2012 Employee Stock Purchase Plan. ( 3 )Each restricted stock unit represents a contingent right to receive one share of TESARO common stock. ( 4 )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. ( 5 )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] ( 6 )[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.

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