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 *
  Rubin Karuna
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2018
3. Issuer Name and Ticker or Trading Symbol
AVEO PHARMACEUTICALS INC [AVEO]
(Last)
(First)
(Middle)
C/O AVEO PHARMACEUTICALS, INC., ONE BROADWAY, 14TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP and General Counsel
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)

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) 07/06/2025 Common Stock 35,000 $ 1.59 D  
Stock Option (right to buy)   (2) 01/06/2026 Common Stock 30,000 $ 1.08 D  
Stock Option (right to buy)   (3) 05/25/2026 Common Stock 100,000 $ 0.92 D  
Stock Option (right to buy)   (4) 02/07/2027 Common Stock 100,000 $ 0.6 D  
Stock Option (right to buy)   (5) 02/07/2027 Common Stock 33,333 $ 0.6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rubin Karuna
C/O AVEO PHARMACEUTICALS, INC.
ONE BROADWAY, 14TH FLOOR
CAMBRIDGE, MA 02142
      Senior VP and General Counsel  

Signatures

/s/ Karuna Rubin 02/05/2018
**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 vested as to 25% of the shares underlying such option on July 7, 2016 and the remaining 75% vests in equal monthly installments through July 7, 2019.
(2) This option vests in equal monthly installments beginning February 7, 2016 through January 7, 2020.
(3) This option vests in equal monthly installments beginning June 26, 2016 through May 26, 2020.
(4) This option vests in equal monthly installments beginning March 8, 2017 through February 8, 2021.
(5) On February 8, 2017, the reporting person was granted an option to purchase 50,000 shares of common stock. Subject to the achievement of three performance milestones relating to the company's clinical trials and regulatory filings, one third of the option vests on February 8, 2018, and two thirds of the option vests on February 8, 2019. On June 21, 2017, the first two performance milestones were met. As a result, one third of the option will vest on February 8, 2018, and one third of the option will vest on February 8, 2019, in each case subject to the reporting person's continued service to the company.

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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