FORM 4
[X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ferraresso Michael
2. Issuer Name and Ticker or Trading Symbol

AVEO PHARMACEUTICALS, INC. [ AVEO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Commercial Officer
(Last)          (First)          (Middle)

C/O AVEO PHARMACEUTICALS, INC., 30 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/19/2023
(Street)

BOSTON, MA 02108
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 1/19/2023  D  16345 D$15.00 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $28.30 1/19/2023  D     20000   (2)12/4/2027 Common Stock 20000  (2)0 D  
Stock Option (Right to Buy) $30.80 1/19/2023  D     3749   (2)2/1/2028 Common Stock 3749  (2)0 D  
Stock Option (Right to Buy) $6.20 1/19/2023  D     35064   (2)2/6/2029 Common Stock 35064  (2)0 D  
Stock Option (Right to Buy) $5.60 1/19/2023  D     42499   (2)2/5/2030 Common Stock 42499  (2)0 D  
Stock Option (Right to Buy) $9.12 1/19/2023  D     100000   (2)2/5/2031 Common Stock 100000  (2)0 D  
Stock Option (Right to Buy) $3.67 1/19/2023  D     220000   (2)2/15/2032 Common Stock 220000  (2)0 D  

Explanation of Responses:
(1) Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's common stock automatically converted into the right to receive the Merger Consideration.
(2) This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each option to purchase shares of the Company's common stock was canceled and converted into the right to receive an amount in cash, if any, equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price of such stock option and (ii) the number of shares of common stock underlying such option, less any applicable withholding taxes.

Remarks:
On January 19, 2022, pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, referred to as the "Merger Agreement"), by and among LG Chem, Ltd. ("Parent"), Acacia acquisition Sub, Inc. ("Merger Sub") and AVEO Pharmaceuticals, Inc. (the "Company"), dated as of October 18, 2022, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock automatically converted into the right to receive $15.00 per share in cash (the "Merger Consideration").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ferraresso Michael
C/O AVEO PHARMACEUTICALS, INC.
30 WINTER STREET
BOSTON, MA 02108


Chief Commercial Officer

Signatures
/s/ Danielle V. Holland, attorney in fact1/19/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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