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 *
  Dallas Matthew D
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2014
3. Issuer Name and Ticker or Trading Symbol
AVEO PHARMACEUTICALS INC [AVEO]
(Last)
(First)
(Middle)
C/O AVEO PHARMACEUTICALS, INC., 650 E. KENDALL STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Finance
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CAMBRIDGE, MA 02142
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)
Common Stock 19,585
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 04/05/2021 Common Stock 3,500 $ 13.5 D  
Stock Option (right to buy)   (2) 03/06/2022 Common Stock 1,836 $ 12.7 D  
Stock Option (right to buy)   (3) 02/05/2023 Common Stock 11,750 $ 7.82 D  
Stock Option (right to buy)   (4) 06/26/2023 Common Stock 15,000 $ 2.51 D  
Stock Option (right to buy)   (5) 06/19/2024 Common Stock 30,000 $ 1.57 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dallas Matthew D
C/O AVEO PHARMACEUTICALS, INC.
650 E. KENDALL STREET
CAMBRIDGE, MA 02142
      VP, Finance  

Signatures

/s/ Joseph D. Vittiglio, attorney-in-fact 07/09/2014
**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 vests in equal monthly installments beginning March 14, 2012 through March 14, 2015.
(2) This option vests in equal monthly installments beginning January 1, 2013 through January 1, 2016.
(3) This option vests in equal monthly installments beginning January 1, 2014 through January 1, 2017.
(4) These options vest and become exercisable over a period of two years, with 40% becoming exercisable on July 1, 2014 and the remaining 60% becoming exercisable on July 1, 2015.
(5) These options vest and become exercisable as to (a) 33% of the total shares on the date upon which the closing price of the Company's common stock is equal to or above $3.00 or more per share for at least 30 consecutive trading days, if such event occurs prior to December 31, 2016; (ii) 33% of the total shares on the date upon which the closing price of the Company's common stock is equal to or above $4.50 or more per share for at least 30 consecutive trading days, if such event occurs prior to December 31, 2017; and (iii) 34% of the total shares on the date upon which the closing price of the Company's common stock is equal to or above $6.50 or more per share for at least 30 consecutive trading days, if such event occurs prior to December 31, 2018.

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