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 *
EVNIN ANTHONY B
   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 VENROCK, 530 FIFTH AVENUE, 22ND FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/17/2010
(Street)

NEW YORK, NY 10036		 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)
Code V Amount (A) or (D) Price
Common Stock 03/17/2010   C   725,924 (3) A (1) 725,924 I By Funds (6)
Common Stock 03/17/2010   C   720,521 (4) A (1) 1,446,445 I By Funds (7)
Common Stock 03/17/2010   C   200,514 (5) A (1) 1,646,959 I By Funds (8)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 03/17/2010   C     2,903,704   (2)   (2) Common Stock 725,924 (3) $ 0 0 I No securities owned
Series B Convertible Preferred Stock (1) 03/17/2010   C     2,882,089   (2)   (2) Common Stock 720,521 (4) $ 0 0 I No securities owned
Series D Convertible Preferred Stock (1) 03/17/2010   C     802,062   (2)   (2) Common Stock 200,514 (5) $ 0 0 I No securities owned

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EVNIN ANTHONY B
C/O VENROCK
530 FIFTH AVENUE, 22ND FLOOR
NEW YORK, NY 10036		   X      

Signatures

 /s/ Anthony B. Evnin   03/18/2010
**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) Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into shares of common stock on a 0.25 for 1 basis immediately upon the closing of the Issuer's initial public offering.
(2) These securities are preferred stock of the Issuer and do not have an expiration date. These securities automatically converted into shares of common stock upon the closing of the Issuer's initial public offering.
(3) The shares, on a post conversion basis, are held as follows: 130,666 shares held by Venrock Associates ("VA"), 580,740 shares held by Venrock Associates III, L.P. ("VA3") and 14,518 shares held by Venrock Entrepreneurs Fund III, L.P. ("VEF3"). Dr. Evnin is a general partner of VA. Venrock Management III, LLC ("VM3") is the sole general partner of VA3. VEF Management III, LLC ("VEFM3") is the sole general partner of VEF3. Dr. Evnin is a member of VM3 and VEFM3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, except to the extent of their indirect pecuniary interest therein.
(4) The shares, on a post conversion basis, are held as follows: 129,694 shares held by VA, 576,417 shares held by VA3 and 14,410 shares held by VEF3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, except to the extent of their indirect pecuniary interest therein.
(5) The shares, on a post conversion basis, are held as follows: 36,092 shares held by VA, 160,412 shares held by VA3 and 4,010 shares held by VEF3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, except to the extent of their indirect pecuniary interest therein.
(6) The shares are held as follows: 130,666 shares held by VA, 580,740 shares held by VA3 and 14,518 shares held by VEF3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, except to the extent of their indirect pecuniary interest therein.
(7) The shares are held as follows: 260,360 shares held by VA, 1,157,157 shares held by VA3 and 28,928 shares held by VEF3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, except to the extent of their indirect pecuniary interest therein.
(8) The shares are held as follows: 296,452 shares held by VA, 1,317,569 shares held by VA3 and 32,938 shares held by VEF3. Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, except to the extent of their indirect pecuniary interest therein.

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