Edgar Filing: Cole Douglas G.

Ownership Submission

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 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 ^*

Cole Douglas G.

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

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

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

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2010

(Street)

CAMBRIDGE, MA 02139

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

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/30/2010		S⁽¹⁾		370	D	$ 14.6212 ⁽²⁾	34,759	I	By AGTC Advisors Fund, L.P. ⁽³⁾
Common Stock	12/30/2010		S⁽⁴⁾		6,130	D	$ 14.6212 ⁽²⁾	624,668	I	by Applied Genomics Technology Capital Fund, L.P. ⁽⁵⁾
Common Stock	12/31/2010		S⁽¹⁾		1,109	D	$ 14.5564 ⁽⁶⁾	33,650	I	By AGTC Advisors Fund, L.P. ⁽³⁾
Common Stock	12/31/2010		S⁽⁴⁾		18,384	D	$ 14.5564 ⁽⁶⁾	606,284	I	by Applied Genomics Technology Capital Fund, L.P. ⁽⁵⁾
Common Stock	01/03/2011		S⁽¹⁾		364	D	$ 14.5304 ⁽⁷⁾	33,286	I	By AGTC Advisors Fund, L.P.
Common Stock	01/03/2011		S⁽⁴⁾		6,036	D	$ 14.5304 ⁽⁷⁾	600,248	I	by Applied Genomics Technology Capital Fund, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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, MA 02139	X

Signatures

/s/ Joseph D. Vittiglio, Esq., attorney-in-fact		01/03/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by AGTC Advisors Fund, L.P. on November 9, 2010.
(2)	The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $14.50 to $14.70, inclusive. The reporting person undertakes to provide AVEO Pharmaceuticals, Inc., any security holder of AVEO Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.
(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. The reporting person disclaims beneficial ownership over shares held by AGTC Advisors Fund, L.P.
(4)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by Applied Genomic Technology Capital Fund, L.P. on November 9, 2010.
(5)	Held by Applied Genomic Technology Captital Fund, L.P.; NewcoGen Inc. is the general partner of AGTC Partners, L.P., which is the general partner of Applied Genomic Technology Captital 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 Captital Fund, L.P. The reporting person disclaims beneficial ownership over shares held by Applied Genomic Technology Captital Fund, L.P.
(6)	The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $14.465 to $14.665 inclusive. The reporting person undertakes to provide AVEO Pharmaceuticals, Inc., any security holder of AVEO Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.
(7)	The price reported in this Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $14.26 to $14.78 inclusive. The reporting person undertakes to provide AVEO Pharmaceuticals, Inc., any security holder of AVEO Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

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