Verastem, Inc. — Director's Dealing 2012

Feb 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2012-02-01

Reporting Person: MPM BIOVENTURES V LLC (Former 10% stockholder)
Reporting Person: MPM BIOVENTURES V GP LLC (Former 10% stockholder)
Reporting Person: EVNIN LUKE (Former 10% stockholder)
Reporting Person: Foley Todd (Former 10% stockholder)
Reporting Person: KAILIAN VAUGHN M (Former 10% stockholder)
Reporting Person: Scopa James Paul (Former 10% stockholder)
Reporting Person: St Peter Steven (Former 10% stockholder)
Reporting Person: Vander Vort John (Former 10% stockholder)
Reporting Person: MPM BIOVENTURES V, L.P. (Former 10% stockholder)
Reporting Person: MPM ASSET MANAGEMENT INVESTORS BV5 LLC (Former 10% stockholder)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	C	1933333	—	Acquired	1933333	Indirect
2012-02-01	Common Stoc	P	100000	$10.00	Acquired	2033333	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Series A Preferred Stock	$	C	4000000	Disposed		Common Stock (1142857)	Indirect
2012-02-01	Series B Preferred Stock	$	C	2500000	Disposed		Common Stock (714286)	Indirect
2012-02-01	Seriec C Preferred Stock	$	C	266666	Disposed		Common Stock (76190)	Indirect

Footnotes

F1: Each share of preferred stock converted into approximately 0.29 shares of common stock upon the closing of the issuer's initial public offering. The shares had no expiration date.

F2: MPM BioVentures V GP LLC ("MPM V GP") is the general partner of MPM BioVentures V, L.P. ("MPM V LP") and MPM BioVentures V LLC ("MPM V LLC") is the managing member of MPM V GP. Luke Evnin, Todd Foley, Ansbert Gadicke, Vaughn Kailian, James Scopa, Steven St. Peter and John Vander Vort are the members of MPM V LLC and share the power to vote, hold and dispose of the shares held by MPM V LP. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.

F3: Shares were purchased as follows: 96,260 by MPM BioVentures V, L.P. and 3,740 by MPM Asset Management Investors BV5 LLC.

F4: Shares are held as follows: 2,029,593 by MPM BioVentures V, L.P. and 3,740 by MPM Asset Management Investors BV5 LLC.

F5: MPM BioVentures V LLC ("MPM V LLC") is the managing member of MPM Asset Management Investors BV5 LLC ("MPM Asset"). Luke Evnin, Todd Foley, Ansbert Gadicke, Vaughn Kailian, James Scopa, Steven St. Peter and John Vander Vort are the members of MPM V LLC and share the power to vote, hold and dispose of the shares held by MPM Asset. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.