Verastem, Inc. — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Bessemer Venture Partners VII L.P. (Director, 10% Owner)
Reporting Person: Bessemer Venture Partners VII Institutional L.P. (Director, 10% Owner)
Reporting Person: BVP VII SPECIAL OPPORTUNITY FUND LP (Director, 10% Owner)
Reporting Person: Deer VII & Co. L.P. (Director, 10% Owner)
Reporting Person: Deer VII & Co. Ltd. (Director, 10% Owner)
Reporting Person: Deer Management Co. LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	P	100000	$10	Acquired	100000	Indirect
2012-02-01	Common Stock	C	1142857	—	Acquired	1242857	Indirect
2012-02-01	Common Stock	C	714285	—	Acquired	1957142	Indirect
2012-02-01	Common Stock	C	38095	—	Acquired	1995237	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 (714285)	Indirect
2012-02-01	Series C Preferred Stock	$	C	133333	Disposed		Common Stock (38095)	Indirect

Footnotes

F1: In connection with the closing of the initial public offering of the Issuer on February 1, 2012, Bessemer Venture Partners VII L.P. ("Bessemer VII") purchased 32,000 shares, Bessemer Venture Partners VII Institutional L.P. ("Bessemer VII Institutional") purchased 14,000 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII," and together with Bessemer VII and Bessemer VII Institutional, the "Funds") purchased 54,000 shares (collectively, the "IPO Shares").

F2: Following the conversion of the Series A Preferred Stock reported on Table II of this report and prior to the acquisition of the IPO Shares, Bessemer VII owned 365,714 shares. Bessemer VII Institutional owned 160,000 shares. BVP VII owned 617,143 shares.

F3: Following the conversion of the Series B Preferred Stock reported on Table II of this report and prior to the acquisition of the IPO Shares, Bessemer VII owned 228,571 shares. Bessemer VII Institutional owned 100,000 shares. BVP VII owned 385,714 shares.

F4: Following the conversion of the Series C Preferred Stock reported on Table II of this report and prior to the acquisition of the IPO Shares, Bessemer VII owned 12,191 shares. Bessemer VII Institutional owned 5,333 shares. BVP VII owned 20,571 shares.

F5: These securities are shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Issuer (collectively, the "Preferred Shares"), are convertible at any time at the holder's election and do not have an expiration date. At the closing of the Issuer's initial public offering on February 1, 2012, the Preferred Shares converted at a ratio of 3.5-to-1 into shares of common stock.

F6: Bessemer VII owned 1,280,000 shares. Bessemer VII Institutional owned 560,000 shares. BVP VII owned 2,160,000 shares.

F7: Bessemer VII owned 800,000 shares. Bessemer VII Institutional owned 350,000 shares. BVP VII owned 1,350,000 shares.

F8: Bessemer VII owned 42,667 shares. Bessemer VII Institutional owned 18,667 shares. BVP VII owned 71,999 shares.

F9: Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Deer Management") is the management company affiliate of the Funds. The Funds, together with Deer VII, Deer Ltd. and Deer Management, are the "Bessemer Entities." Deer VII disclaims beneficial ownership of the shares of common stock reported herein (the "Common Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares by virtue of its general partner interests in the Funds.(Continued in Footnote 10)

F10: Deer Ltd. disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares by virtue of its general partner interest in Deer VII. Deer Management disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares.

F11: Stephen Kraus, an employee of Deer Management, serves as the representative of the Bessemer Entities on the Issuer's board of directors.