0001104659-12-046288.txt : 20120627 0001104659-12-046288.hdr.sgml : 20120627 20120627164312 ACCESSION NUMBER: 0001104659-12-046288 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120627 FILED AS OF DATE: 20120627 DATE AS OF CHANGE: 20120627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NASR KHALED CENTRAL INDEX KEY: 0001276600 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35587 FILM NUMBER: 12930000 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosch Thomas L CENTRAL INDEX KEY: 0001293928 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35587 FILM NUMBER: 12930001 MAIL ADDRESS: STREET 1: C/O INTERWEST PARTNERS STREET 2: 2710 SAND HILL ROAD, 2ND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Desai Keval CENTRAL INDEX KEY: 0001553019 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35587 FILM NUMBER: 12929999 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: X1 ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TESARO, Inc. CENTRAL INDEX KEY: 0001491576 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272249687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 3300 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (339) 970-0900 MAIL ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 3300 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Tesaro, Inc. DATE OF NAME CHANGE: 20100510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: InterWest Management Partners X, LLC CENTRAL INDEX KEY: 0001460207 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35587 FILM NUMBER: 12930002 BUSINESS ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SECOND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8585 MAIL ADDRESS: STREET 1: 2710 SAND HILL ROAD STREET 2: SECOND FLOOR CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 a3.xml 3 X0205 3 2012-06-27 0 0001491576 TESARO, Inc. TSRO 0001460207 InterWest Management Partners X, LLC 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001293928 Rosch Thomas L 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001553019 Desai Keval 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001276600 NASR KHALED 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Series B Preferred Stock Common Stock 2627257 D The reported securities are convertible at any time, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering. The shares are owned by InterWest Partners X, LP ("IW10"). InterWest Management Partners X, LLC ("IMP10") is the general partner of IW10. Harvey B. Cash, Bruce A. Cleveland, Christopher B. Ehrlich, Philip T. Gianos, W. Stephen Holmes, Nina S. Kjellson, Gilbert H. Kliman, Arnold L. Oronsky, Douglas A. Pepper and Thomas L. Rosch are managing directors of IMP10. Keval Desai and Khaled A. Nasr are venture members of IMP10. Each managing director and venture member of IMP10 disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Due to limitations of the EDGAR software, this Form 3 is filed on behalf of InterWest Management Partners X, LLC and certain other Reporting Persons, and is being filed on two Forms 3 (Part I and Part II) (collectively, the ''InterWest Form 3''). This filing represents Part II of the InterWest Form 3 and should be read together with Part I. Part I and Part II of the InterWest Form 3 shall constitute one filing. Exhibit List Exhibit 24.1- Power of Attorney of Thomas L. Rosch Exhibit 24.2- Power of Attorney of Keval Desai Exhibit 24.3- Power of Attorney of Khaled A. Nasr Exhibit 99 - Form 3 Joint Filer Information /s/ W. Stephen Holmes, Managing Director 2012-06-27 /s/ Thomas L. Rosch by Karen A. Wilson Power of Attorney 2012-06-27 /s/ Keval Desai by Karen A. Wilson Power of Attorney 2012-06-27 /s/ Khaled A. Nasr by Karen A. Wilson Power of Attorney 2012-06-27 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS:

 

The undersigned, Thomas L. Rosch, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.

 

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of December, 2000.

 

 

 

THOMAS L. ROSCH

 

 

 

 

 

/s/ Thomas L. Rosch

 

 EX-24.2 3 ex-24d2.htm EX-24.2

Exhibit 24.2

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS:

 

The undersigned, Keval Desai, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.

 

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 25th day of June, 2012.

 

 

 

KEVAL DESAI

 

 

 

 

 

/s/ Keval Desai

 

 EX-24.3 4 ex-24d3.htm EX-24.3

Exhibit 24.3

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS:

 

The undersigned, Khaled A. Nasr, hereby constitutes and appoints Karen A. Wilson as his true and lawful Attorney-in-Fact, with full power in his name and on his behalf, to take all actions and do all things necessary with respect to all matters arising in connection with the ownership reporting requirements of the securities laws of the United States, including the execution and delivery of all documents in connection therewith.

 

The undersigned agrees to indemnify said Attorney-in-Fact against, and hold her free and harmless from, and all loss, cost, expense, damage or liability which she may incur or sustain as a result of any action taken by her in good faith pursuant to this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned and the authority granted herein may be relied upon by any person until such person has actually received written notice of revocation.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of May, 2007.

 

 

 

KHALED A. NASR

 

 

 

 

 

/s/ Khaled A. Nasr

 

 EX-99 5 ex-99.htm EX-99 Exhibit 99

Exhibit 99

 

FORM 3 JOINT FILER INFORMATION

 

Name of “Reporting Persons”:

InterWest Partners X, L.P. (“IW10”)

 

InterWest Management Partners X, LLC (“IMP10”)

 

 

 

Harvey B. Cash

 

Bruce A. Cleveland

 

Christopher B. Ehrlich

 

Philip T. Gianos

 

W. Stephen Holmes

 

Nina Kjellson

 

Gilbert H. Kliman

 

Douglas A. Pepper

 

Thomas L. Rosch

 

Keval Desai

 

Khaled Nasr

 

 

Address:

2710 Sand Hill Road, Suite 200

 

Menlo Park, CA 94025

 

 

Designated Filer:

InterWest Partners X, L.P.

 

 

Issuer and Ticker Symbol:

TESARO, Inc. (“TSRO”)

 

 

Date of Event:

June 27, 2012

 

Each of the following is a Joint Filer with InterWest Partners X L.P. (“IW10”) and may be deemed to share indirect beneficial ownership in the securities set forth on the attached Form 3:

 

InterWest Management Partners X, LLC (“IMP10”) is the general partner of IW10 and has sole voting and investment control over the shares owned by IW10. Harvey B. Cash, Bruce A. Cleveland, Christopher B. Ehrlich Philip T. Gianos, W. Stephen Holmes, Nina Kjellson, Gilbert H. Kliman, Douglas A. Pepper, and Thomas L. Rosch are Managing Directors of IMP10 and, Keval Desai and Khaled A. Nasr, and are Venture Members of IMP10. Arnold L. Oronsky, a Managing Director of IMP10 is also a Director of the Issuer, and has filed a separate Form 3 in his own name.

 

All Reporting Persons disclaim beneficial ownership of shares of TESARO, Inc. stock held by IW10, except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owner of all of the equity securities covered by this statement.

 

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Each of the Reporting Persons listed above has designated InterWest Partners X, L.P. as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.  Each Reporting Person has appointed InterWest Management Partners X, LLC as its attorney in fact for the purpose of making reports relating to transaction in TESARO, Inc. Common Stock.

 

INTERWEST MANAGEMENT PARTNERS X, L.L.C.

 

Nina Kjellson, an individual

 

 

By: InterWest Management Partners X, LLC,

 

 

       as Attorney-in-Fact

By:

/s/ W. Stephen Holmes

 

 

 

W. Stephen Holmes, Managing Director

 

By:

/s/ Karen A. Wilson

 

 

 

 

Karen A. Wilson, Power of Attorney

 

 

 

INTERWEST PARTNERS X, LP

 

Gilbert H. Kliman, an individual

 

 

By: InterWest Management Partners X, LLC,

By:

InterWest Management Partners X, LLC

 

       as Attorney-in-Fact

 

Its General Partner

 

 

 

 

By:

/s/ Karen A. Wilson

 

 

 

 

Karen A. Wilson, Power of Attorney

By:

/s/ W. Stephen Holmes

 

 

 

 

W. Stephen Holmes, Managing Director

 

 

 

 

 

Harvey B. Cash, an individual

 

Douglas A. Pepper, an individual

By: InterWest Management Partners X, LLC,

 

By: InterWest Management Partners X, LLC,

       as Attorney-in-Fact

 

       as Attorney-in-Fact

 

 

 

By:

/s/ Karen A. Wilson

 

By:

/s/ Karen A. Wilson

 

Karen A. Wilson, Power of Attorney

 

 

Karen A. Wilson, Power of Attorney

 

 

 

Bruce A. Cleveland, an individual

 

Thomas L. Rosch, an individual

By: InterWest Management Partners X, LLC,

 

By: InterWest Management Partners X, LLC,

       as Attorney-in-Fact

 

       as Attorney-in-Fact

 

 

 

By:

/s/ Karen A. Wilson

 

By:

/s/ Karen A. Wilson

 

Karen A. Wilson, Power of Attorney

 

 

Karen A. Wilson, Power of Attorney

 

 

 

Christopher B. Ehrlich, an individual

 

Keval Desai, an individual

By: InterWest Management Partners X, LLC,

 

By: InterWest Management Partners X, LLC,

       as Attorney-in-Fact

 

       as Attorney-in-Fact

 

 

 

By:

/s/ Karen A. Wilson

 

By:

/s/ Karen A. Wilson

 

Karen A. Wilson, Power of Attorney

 

 

Karen A. Wilson, Power of Attorney

 

 

 

Philip T. Gianos, an individual

 

Khaled A. Nasr, an individual

By: InterWest Management Partners X, LLC,

 

By: InterWest Management Partners X, LLC,

       as Attorney-in-Fact

 

       as Attorney-in-Fact

 

 

 

By:

/s/ Karen A. Wilson

 

By:

/s/ Karen A. Wilson

 

Karen A. Wilson, Power of Attorney

 

 

Karen A. Wilson, Power of Attorney

 

 

 

W. Stephen Holmes, an individual

 

 

By: InterWest Management Partners X, LLC,

 

 

       as Attorney-in-Fact

 

 

 

 

 

By:

/s/ W. Stephen Holmes

 

 

 

W. Stephen Holmes

 

 

 

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