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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1. Name and Address of Reporting Person * Needle Michael N   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 Medical Officer (Last) (First) (Middle) C/O AVEO PHARMACEUTICALS, INC., ONE BROADWAY, 14TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 08/17/2017 (Street) CAMBRIDGE, MA 02142 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 08/17/2017   J(1)   25,907 D $ 0 25,906 D

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

Common Stock Warrants (right to buy)

$ 1

08/17/2017

J(1)

25,907

(2)

05/17/2021

Common Stock

25,907

$ 0

25,906

D

Stock Option (right-to-buy)

$ 1.07

08/17/2017

J(3)

205,729

(4)

02/03/2025

Common Stock

205,729

$ 0

500,000

D

Stock Option (right to buy)

$ 1.08

08/17/2017

J(5)

67,889

(6)

01/07/2026

Common Stock

67,889

$ 0

184,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Needle Michael N C/O AVEO PHARMACEUTICALS, INC. ONE BROADWAY, 14TH FLOOR CAMBRIDGE, MA 02142			Chief Medical Officer

Signatures

/s/ Michael N. Needle		08/21/2017
**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)	On August 17, 2017, Michael Needle entered into a marital settlement agreement with his wife pursuant to which he agreed to transfer to his wife 50% of his common stock and warrants.
(2)	The warrants are immediately exercisable.
(3)	Under the marital settlement agreement, Dr. Needle is deemed to hold 205,729 of these options for the benefit of his wife, who is entitled to the shares issued upon exercise of such options by Dr. Needle. Dr. Needle's wife may be deemed an indirect beneficial owner of these options.
(4)	This option vested as to 25% of the shares on January 9, 2016 and vests in thirty-six equal monthly installments thereafter as to the remaining shares through January 9, 2019, subject to Dr. Needle's continued service to the Company.
(5)	Under the marital settlement agreement, Dr. Needle is deemed to hold 67,889 of these options for the benefit of his wife, who is entitled to the shares issued upon exercise of such options by Dr. Needle. Dr. Needle's wife may be deemed an indirect beneficial owner of these options.
(6)	The shares underlying this option vest in equal monthly installments from January 7, 2016, through January 7, 2020, subject to Dr. Needle's continued service to the Company.

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