tesaro-sch13da_17821.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*


TESARO, Inc.
(Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
881569 107
(CUSIP Number)
 
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600
Timonium, MD 21093
(410) 842-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 1, 2015
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No.   881569 107 13D Page 2 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
New Enterprise Associates 13, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,854,255 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No.   881569 107 13D Page 3 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
NEA Partners 13, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,854,255 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 4 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
NEA 13 GP, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,854,255 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 5 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Michael James Barrett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
504 shares
8
SHARED VOTING POWER
 
8,856,384 shares
9
SOLE DISPOSITIVE POWER
 
504 shares
10
SHARED DISPOSITIVE POWER
 
8,856,384 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,856,888 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 6 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Peter J. Barris
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,534 shares
8
SHARED VOTING POWER
 
8,856,384 shares
9
SOLE DISPOSITIVE POWER
 
1,534 shares
10
SHARED DISPOSITIVE POWER
 
8,856,384 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,857,918 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 7 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Forest Baskett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
433 shares
8
SHARED VOTING POWER
 
8,856,384 shares
9
SOLE DISPOSITIVE POWER
 
433 shares
10
SHARED DISPOSITIVE POWER
 
8,856,384 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,856,817 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 8 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Patrick J. Kerins
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                      (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,333 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
1,333 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,855,588 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 9 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Krishna S. Kolluri
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
723 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
723 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,854,978 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 10 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
David M. Mott
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
31,367 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
31,367 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,885,622 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 11 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Scott D. Sandell
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
504 shares
8
SHARED VOTING POWER
 
8,856,384 shares
9
SOLE DISPOSITIVE POWER
 
504 shares
10
SHARED DISPOSITIVE POWER
 
8,856,384 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,856,888 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 12 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Ravi Viswanathan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
889 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
889 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,855,144 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 13 of 23 Pages
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Harry R. Weller
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         (a)  o
                                                                                                                                                                     (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
378 shares
8
SHARED VOTING POWER
 
8,854,255 shares
9
SOLE DISPOSITIVE POWER
 
378 shares
10
SHARED DISPOSITIVE POWER
 
8,854,255 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,854,633 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No.  881569 107 13D Page 14 of 23 Pages
 

Schedule 13D
 
Item 1.             Security and Issuer.

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on July 10, 2012 relating to the common stock, $.0001 par value (the “Common Stock”) of TESARO, Inc. (the “Issuer”) having its principal executive office at 1000 Winter Street, Suite 3300, Waltham, MA 02451.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
 

Item 2.             Identity and Background.

This statement is being filed by:

(a) New Enterprise Associates 13, L.P. (“NEA 13”);

(b) NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; and NEA 13 GP, LTD (“NEA 13 LTD” and, together with NEA Partners 13, the “Control Entities”), which is the sole general partner of NEA Partners 13; and

(c) Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), David D. Mott (“Mott”), Scott D. Sandell (“Sandell”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (collectively, the “Directors”), Ryan D. Drant (“Drant”) and C. Richard Kramlich (“Kramlich”).  The Directors are the directors of NEA 13 LTD.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of NEA 13 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barrett, Barris, Kerins, Mott and Weller is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett, Kolluri, Sandell and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.

The principal business of NEA 13 is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 13 is to act as the sole general partner of NEA 13.  The principal business of NEA 13 LTD is to act as the sole general partner of NEA Partners 13.  The principal business of each of the Directors is to manage the Control Entities, NEA 13 and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

NEA 13 and the NEA Partners 13 are exempt limited partnerships organized under the laws of the Cayman Islands.  NEA 13 LTD is an exempted company organized under the laws of the Cayman Islands.  Each of the Directors is a United States citizen.
 
 
 
CUSIP No.  881569 107 13D Page 15 of 23 Pages
 
 
 
Item 4.             Purpose of Transaction.

On June 1, 2015, NEA 13 engaged in a stock distribution of 1,000,000 shares of the Issuer’s Common Stock to its partners for no consideration.  NEA Partners 13 acquired 10,000 shares of the Issuer’s Common Stock as a result of the NEA 13 distribution and subsequently engaged in a stock distribution of 10,000 shares of the Issuer’s Common Stock to its partners for no consideration.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 13 and other Reporting Persons may dispose of or acquire additional shares of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;

 
(f)
Any other material change in the Issuer’s business or corporate structure;

 
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 
(j)
Any action similar to any of those enumerated above.
 
 
Item 5.             Interest in Securities of the Issuer.

 
(a)
As of June 1, 2015, after consummation of the transactions described in Item 4 above, NEA 13 is the record owner of 8,854,255 shares of Common Stock of the Issuer (the “NEA 13 Shares”).  As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the NEA 13 Shares.  As the sole general partner of NEA Partners 13, NEA 13 LTD may be deemed to own beneficially the NEA 13 Shares.  As directors of NEA 13 LTD, each of the Directors also may be deemed to own beneficially the NEA 13 Shares.

As of June 1, 2015, Barrett is the record owner of 252 shares of Common Stock (the “Barrett Shares”) and the Barrett 2006 Family Trust (the “Barrett Trust”) is the record owner of 252 shares of Common Stock (the “Barrett Trust Shares”).  As an affiliate of the Barrett Trust, Barrett may be deemed to own beneficially the Barrett Trust Shares in addition to the Barrett Shares and the NEA 13 Shares.
 
 
 
 
CUSIP No.  881569 107 13D Page 16 of 23 Pages
 
 
 
As of June 1, 2015, PJ Barris, LLC is the record owner of 767 shares of Common Stock (the “PJ Barris Shares”) and PDB II LLC is the record owner of 767 shares of Common Stock (the “PDB Shares”).  As a member of PJ Barris, LLC and the investment advisor of PDB, LLC, Barris may be deemed to own beneficially the PJ Barris Shares and the PDB Shares in addition to the NEA 13 Shares.

As of June 1, 2015, the Baskett-McKay Family Trust dtd 3/12/14 (the “Baskett Trust”) is the record owner of 433 shares of Common Stock (the “Baskett Trust Shares”).  As an affiliate of the Baskett Trust, Baskett may be deemed to own beneficially the Baskett Trust Shares in addition to the NEA 13 Shares.

As of June 1, 2015, Kerins is the record owner of 1,333 shares of Common Stock (the “Kerins Shares”).  Accordingly, Kerins may be deemed to own beneficially the Kerins Shares and the NEA 13 Shares.

As of June 1, 2015, The Kolluri Living Trust dated 11/5/99 (the “Kolluri Trust”) is the record owner of 375 shares of Common Stock (the “Kolluri Trust Shares”), the Ishaan S. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 (the “Ishaan S. Kolluri Trust”) is the record owner of 174 shares of Common Stock (the “Ishaan S. Kolluri Trust Shares”) and the Raina V. Kolluri GST Exempt Trust under the Kolluri 2012 Trust Agreement dated November 16, 2012 (the “Raina V. Kolluri Trust”) is the record owner of 174 shares of Common Stock (the “Raina V. Kolluri Trust Shares”).  As an affiliate of the Kolluri Trust, the Ishaan S. Kolluri Trust and the Raina V. Kolluri Trust, Kolluri may be deemed to own beneficially the Kolluri Trust Shares, the Ishaan S. Kolluri Trust Shares and the Raina V. Kolluri Trust Shares in addition to the NEA 13 Shares.

As of June 1, 2015, Mott is the record owner of 10,034 shares of Common Stock (the “Mott Shares”) as well as options to purchase 20,000 shares of Common Stock (the “Mott Option Shares”), exercisable within 60 days, and The David Mott Declaration of Trust dated May 31, 2001 (the “Mott Trust”) is the record owner of 1,333 shares of Common Stock (the “Mott Trust Shares”).  As an affiliate of the Mott Trust, Mott may be deemed to own beneficially the Mott Trust Shares in addition to the Mott Shares, the Mott Option Shares and the NEA 13 Shares.

As of June 1, 2015, Rising River Partners, L.P. (“Rising River”) is the record owner of 504 shares of Common Stock (the “Rising River Shares”).  As an affiliate of Rising River, Sandell may be deemed to own beneficially the Rising River Shares in addition to the NEA 13 Shares.

As of June 1, 2015, MV Holdings 2009 Revocable Trust (“MV Trust”) is the record owner of 889 shares of Common Stock (the “MV Trust Shares”).  As an affiliate of MV Trust, Viswanathan may be deemed to own beneficially the MV Trust Shares in addition to the NEA 13 Shares.

As of June 1, 2015, the Harry Richard Weller Revocable Trust, Harry Richard Weller and Rachel Moore Weller, Trustees dtd November 29, 2007 (the “Harry Weller Trust”) is the record owner of 340 shares of Common Stock (the “Harry Weller Trust Shares”), the Cash Henry Weller Trust (the “Cash Weller Trust”) is the record owner of 19 shares of Common Stock (the “Cash Weller Trust Shares”) and the Luke Moore Weller Trust (the “Luke Weller Trust”) is the record owner of 19 shares of Common Stock (the “Luke Weller Trust Shares”).  As an affiliate of the Harry Weller Trust, the Cash Weller Trust and the Luke Weller Trust, Weller may be deemed to own beneficially the Harry Weller Trust Shares, the Cash Weller Trust Shares and the Luke Weller Trust Shares in addition to the NEA 13 Shares.

Finally, New Enterprise Associates, LLC (“NEA LLC”) is the record owner of 2,129 shares of Common Stock (the “NEA LLC Shares”).  As members of NEA LLC’s board of directors, each of Barrett, Barris, Baskett and Sandell may also be deemed to beneficially own the NEA LLC Shares.

Each Reporting Person disclaims beneficial ownership of the NEA 13 Shares and the NEA LLC Shares, as applicable, other than those shares which such person owns of record.
 
 
 
 
 
 
 
CUSIP No.  881569 107 13D Page 17 of 23 Pages
 
 
 
 
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by such Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet.  Such percentage was calculated, for each Reporting Person other than Mott, based on the 40,001,423 shares of Common Stock reported to be outstanding as of April 24, 2015 on the Issuer’s Form 10-Q filed with the Securities Exchange Commission on May 1, 2015.  The percentage set forth on the cover sheet for Mott is calculated based on 40,021,423 shares of Common Stock, which includes the Mott Option Shares.

 
(b)
Regarding the number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote: See line 7 of cover sheets

 
(ii)
shared power to vote or to direct the vote: See line 8 of cover sheets

 
(iii)
sole power to dispose or to direct the disposition: See line 9 of cover sheets.

 
(iv)
shared power to dispose or to direct the disposition: See line 10 of cover sheets

 
(c)
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

 
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

 
(e)
Each of Drant and Kramlich have ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock as a result of ceasing to be a Director of NEA 13 LTD.

 
Item 7.            Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
CUSIP No.  881569 107 13D Page 18 of 23 Pages
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 10th day of June, 2015.
 

NEW ENTERPRISE ASSOCIATES 13, L.P.

By:
NEA PARTNERS 13, L.P.
 
General Partner

 
By:
NEA 13 GP, LTD
General Partner

By:                  *                                                                          
Peter J. Barris
Director


NEA PARTNERS 13, L.P.

By:
NEA 13 GP, LTD
General Partner

By:                 *                                                                        
               Peter J. Barris
               Director


NEA 13 GP, LTD

By:                 *                                                                          
Peter J. Barris
Director


         *
  
Michael James Barrett
 


         *
  
Peter J. Barris
 


         *
  
Forest Baskett
 


         *
  
Ryan D. Drant

 
 
 
 
CUSIP No.  881569 107 13D Page 19 of 23 Pages
 
 
 

         *
  
Patrick J. Kerins
 


         *
  
Krishna S. Kolluri
 
 

         *
  
C. Richard Kramlich
 


         *
  
David M. Mott
 

 
         *
  
Scott D. Sandell
 


         *
  
Ravi Viswanathan
 

 
         *
  
Harry R. Weller
 
 

         
     
*/s/ Louis S. Citron
  
 
    
Louis S. Citron
  
 
    
As attorney-in-fact
  
 

This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
 
 
 
 
CUSIP No.  881569 107 13D Page 20 of 23 Pages
 
EXHIBIT 1
 
AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of TESARO, Inc.
  
EXECUTED this 10th day of June, 2015.
 
 
NEW ENTERPRISE ASSOCIATES 13, L.P.

By:
NEA PARTNERS 13, L.P.
 
General Partner

 
By:
NEA 13 GP, LTD
General Partner

By:                  *                                                                   
Peter J. Barris
Director


NEA PARTNERS 13, L.P.

By:
NEA 13 GP, LTD
General Partner

By:                 *                                                                      
               Peter J. Barris
               Director
 

NEA 13 GP, LTD

By:                 *                                                                      
Peter J. Barris
Director
 

         *
  
Michael James Barrett
 


         *
  
Peter J. Barris
 


         *
  
Forest Baskett
 


         *
  
Ryan D. Drant
 
 
 
 
 
 
CUSIP No.  881569 107 13D Page 21 of 23 Pages
 
 
 
 

         *
  
Patrick J. Kerins
 

 
         *
  
Krishna S. Kolluri

 

         *
  
C. Richard Kramlich
 
 

         *
  
David M. Mott
 


         *
  
Scott D. Sandell
 

 
         *
  
Ravi Viswanathan

 
 
         *
  
Harry R. Weller
 


         
     
*/s/ Louis S. Citron
  
 
    
Louis S. Citron
  
 
    
As attorney-in-fact
  


 
 
 
This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 
 
 
CUSIP No.  881569 107 13D Page 22 of 23 Pages
 
 
EXHIBIT 2
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
  
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.
 
 
 
/s/ M. James Barrett
M. James Barrett

/s/ Peter J. Barris
Peter J. Barris

/s/ Forest Baskett
Forest Baskett

/s/ Rohini Chakravarthy
Rohini Chakravarthy

/s/ Patrick Chung
Patrick Chung

/s/ Ryan Drant
Ryan Drant
 
/s/ Anthony A. Florence
Anthony A. Florence

/s/ Robert Garland
Robert Garland

/s/ Paul Hsiao
Paul Hsiao
 
/s/ Patrick J. Kerins
Patrick J. Kerins
 
 
 
 
CUSIP No.  881569 107 13D Page 23 of 23 Pages
 
 
 
/s/ Suzanne King
Suzanne King

/s/ Krishna S. Kolluri
Krishna S. Kolluri

/s/ C. Richard Kramlich
C. Richard Kramlich

/s/ Edward Mathers
Edward Mathers

/s/ David M. Mott
David M. Mott

/s/ John M. Nehra
John M. Nehra

/s/ Charles W. Newhall III
Charles W. Newhall III

/s/ Jason R. Nunn
Jason R. Nunn

/s/ Jon Sakoda
Jon Sakoda

/s/ Scott D. Sandell
 
Scott D. Sandell

/s/ Peter W. Sonsini
Peter W. Sonsini

/s/ A. Brooke Seawell
A. Brooke Seawell

/s/ Ravi Viswanathan
Ravi Viswanathan

/s/ Paul E. Walker
Paul E. Walker
 
/s/ Harry Weller
Harry Weller