Edgar Filing: Cole Douglas G.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Cole Douglas G.

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2010

3. Issuer Name and Ticker or Trading Symbol
AVEO PHARMACEUTICALS INC [AVEO]

(Last)

(First)

(Middle)

C/O AVEO PHARMACEUTICALS, INC.,Â 75 SIDNEY STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CAMBRIDGE,Â MAÂ 02139

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽¹⁾	06/16/2019	Common Stock	10,000	$ 8.72	D	Â
Series B Convertible Preferred Stock	07/25/2003	Â ⁽²⁾	Common Stock	43,846	$ ⁽²⁾	I	Held by AGTC Advisors Fund, L.P. ⁽³⁾
Series D Convertible Preferred Stock	03/26/2007	Â ⁽⁴⁾	Common Stock	5,713	$ ⁽⁴⁾	I	Held by AGTC Advisors Fund, L.P. ⁽³⁾
Series B Convertible Preferred Stock	07/25/2003	Â ⁽²⁾	Common Stock	725,384	$ ⁽²⁾	I	Held by Applied Genomic Technology Capital Fund, L.P. ⁽⁵⁾
Series D Convertible Preferred Stock	03/26/2007	Â ⁽⁴⁾	Common Stock	94,531	$ ⁽⁴⁾	I	Held by Applied Genomic Technology Capital Fund, L.P. ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cole Douglas G. C/O AVEO PHARMACEUTICALS, INC. 75 SIDNEY STREET CAMBRIDGE,Â MAÂ 02139	Â X	Â	Â	Â

Signatures

/s/ Douglas G. Cole		03/11/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This option first became exercisable on July 31, 2009 and vests over a one-year period in equal monthly installments.
(2)	The Series B Convertible Preferred Stock is convertible into Common Stock on a one-for-0.25 basis and has no expiration date.
(3)	Held by AGTC Advisors Fund, L.P.; NewcoGen Group, Inc. ("NewcoGen Inc.") is the general partner of AGTC Partners, L.P., which is the general partner of AGTC Advisors Fund, L.P. NewcoGen Inc. is a wholly-owned subsidiary of Flagship Ventures Management, Inc. ("Flagship Inc."). Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the directors of Flagship Inc. and may be deemed to have beneficial ownership with respect to all shares held by AGTC Advisors Fund, L.P. Dr. Cole disclaims beneficial ownership over shares held by AGTC Advisors Fund, L.P.
(4)	The Series D Convertible Preferred Stock is convertible into Common Stock on a one-for-0.25 basis and has no expiration date.
(5)	Held by Applied Genomic Technology Capital Fund, L.P.; NewcoGen Inc. is the general partner of AGTC Partners, L.P., which is the general partner of Applied Genomic Technology Capital Fund, L.P. NewcoGen Inc. is a wholly-owned subsidiary of Flagship Inc. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the directors of Flagship Inc. and may be deemed to have beneficial ownership with respect to all shares held by Applied Genomic Technology Capital Fund, L.P. Dr. Cole disclaims beneficial ownership over shares held by Applied Genomic Technology Capital Fund, L.P.

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