Filing Details

 

CUSIP No. 881569107          

 

 

13G

 

 

Page  2  of  9  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Point72 Asset Management, L.P.

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒          

 

 

 

3

 

 

SEC USE ONLY

 

 

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

 

 

5

 

 

SOLE VOTING POWER

 

0

 

 

6

 

 

SHARED VOTING POWER

 

37,100 (see Item 4) (see Explanatory Note)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

37,100 (see Item 4) (see Explanatory Note)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,100 (see Item 4) (see Explanatory Note)

 

 

10

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 0.1% (see Item 4) (see Explanatory Note)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

PN

 

 

CUSIP No. 881569107          

 

 

13G

 

 

Page  3  of  9  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Point72 Capital Advisors, Inc.

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

 

 

 

3

 

 

SEC USE ONLY

 

 

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

 

 

5

 

 

SOLE VOTING POWER

 

0

 

 

6

 

 

SHARED VOTING POWER

 

37,100 (see Item 4) (see Explanatory Note)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

37,100 (see Item 4) (see Explanatory Note)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,100 (see Item 4) (see Explanatory Note)

 

 

10

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 0.1% (see Item 4) (see Explanatory Note)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

CO

 

 

CUSIP No. 881569107          

 

 

13G

 

 

Page  4  of  9  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cubist Systematic Strategies, LLC

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

 

 

 

3

 

 

SEC USE ONLY

 

 

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

 

 

5

 

 

SOLE VOTING POWER

 

0

 

 

6

 

 

SHARED VOTING POWER

 

1,417 (see Item 4)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

1,417 (see Item 4)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,417 (see Item 4)

 

 

10

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 0.1% (see Item 4)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

OO

 

 

CUSIP No. 881569107          

 

 

13G

 

 

Page  5  of  9  Pages

 

 

1

 

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Steven A. Cohen

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

 

 

 

3

 

 

SEC USE ONLY

 

 

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

 

 

5

 

 

SOLE VOTING POWER

 

0

 

 

6

 

 

SHARED VOTING POWER

 

38,517 (see Item 4)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

38,517 (see Item 4)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,517 (see Item 4)

 

 

10

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 0.1% (see Item 4)

 

 

12

 

 

TYPE OF REPORTING PERSON*

 

IN

 

Item 1(a)

Name of Issuer:

Tesaro, Inc.

Item 1(b)

Address of Issuer's Principal Executive Offices:

1000 Winter Street, Suite 3300, Waltham Massachusetts 02451

Item 2(a)

Name of Person Filing:

This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, par value $0.0001 per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by certain investment funds it manages; and (iv) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic Strategies.

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Item 2(b)

 

Address or Principal Business Office:

 

The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173.

Item 2(c)

Citizenship:

Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  Cubist Systematic Strategies is a Delaware limited liability company.  Mr. Cohen is a United States citizen.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e)

CUSIP Number:

881569107

Item 3

Not Applicable

Item 4

Ownership:

The percentages used herein are calculated based upon the Shares of common stock issued and outstanding immediately following the Issuer’s public offering of Shares as described in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission by the Issuer on November 17, 2016.

As of the close of business on December 31, 2016:

1.  Point72 Asset Management, L.P.

(a) Amount beneficially owned: 37,100

(b) Percent of class: less than 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 37,100

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 37,100

2.  Point72 Capital Advisors, Inc.

(a) Amount beneficially owned: 37,100

(b) Percent of class: less than 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 37,100

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 37,100

3.  Cubist Systematic Strategies, LLC

(a) Amount beneficially owned: 1,417

(b) Percent of class: less than 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 1,417

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 1,417

4. Steven A. Cohen

(a) Amount beneficially owned: 38,517

(b) Percent of class: less than 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 38,517

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 38,517

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Mr. Cohen controls each of Point72 Capital Advisors Inc. and Cubist Systematic Strategies. As of December 31, 2016, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 37,100 Shares (constituting less than 0.1% of the Shares outstanding); and (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 1,417 Shares (constituting less than 0.1% of the Shares outstanding).  Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☒

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

Item 10

Certification: