Verastem, Inc. — Director's Dealing 2012

Sep 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2012-09-18

Reporting Person: Westphal Christoph H (Director, President & Chief Exec Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-18	Common Stock	A	206612	—	Acquired	709469	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-18	Stock Option (Right to Buy)	$9.68	A	625000	Acquired	2022-09-18	Common Stock (625000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2869841	Indirect
Common Stock	125714	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSUs vest as to 25% of the underlying shares on December 31, 2012, and as to an additional 6.25% of such shares at the end of each successive three-month period thereafter over the following three years.

F2: Represents 502,857 shares of common stock and 206,612 RSUs.

F3: Longwood Fund GP, LLC is the sole General Partner of Longwood Fund, L.P. Christoph Westphal, M.D., Ph.D., Richard Aldrich and Michelle Dipp, M.D., Ph.D. (collectively, the "Managers") are managers of Longwood Fund GP, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund L.P. (the "Longwood Shares"). Each of the Managers disclaims beneficial ownership of the Longwood Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood Shares for purposes of Section 16 or for any other purpose.

F4: 25% of this option vests on December 31, 2012, and 6.25% of this option vests at the end of each successive three-month period thereafter over the following three years.