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 *
KUCHERLAPATI RAJU S
  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)
02/17/2012
(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)
Code V Amount (A) or (D) Price
Common Stock 02/17/2012   P   5,000 A $ 13.8684 86,961 (1) D  
Common Stock               28,550 (1) I Held by Raju Kucherlapati Grantor retained Annuity Trust No.1 (2)
Common Stock               19,053 I Held as custodian (3)
Common Stock               42,078 I Held c/f David Kucherlapati (4)
Common Stock               3,773 I Held as Custodian FBO David Kucherlapati UTMA MA until age 21 (5)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KUCHERLAPATI RAJU S
C/O AVEO PHARMACEUTICALS, INC.
75 SIDNEY STREET
CAMBRIDGE, MA 02139
  X      

Signatures

 /s/ Joseph D. Vittiglio, Esq., attorney-in-fact   02/21/2012
**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) Reflects a distribution of 7,308 shares from the Raju Kucherlapati Grantor Retained Annuity Trust No. 1 to the reporting person on 8/22/2011.
(2) Held by Raju Kucherlapati Grantor Retained Annuity Trust No. 1, of which the reporting person is the trustee and exercises sole voting and investment power over the shares of record. The reporting person disclaims beneficial ownership over all such shares, except to the extent of his pecuniary interest therein.
(3) Held as custodian for David Kucherlapati under the Massachusetts Uniform Transfer to Minors Act. The reporting person disclaims beneficial ownership over all such shares, except to the extent of his pecuniary interest therein.
(4) The reporting person disclaims beneficial ownership over all shares held c/f David Kucherlapati, except to the extent of his pecuniary interest therein.
(5) Held as Custodian FBO David Kucherlapati UTMA MA until age 21. The reporting person disclaims beneficial ownership over all such shares, except to the extent of his pecuniary interest therein.

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