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: Longwood Fund, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	C	1142857	—	Acquired	1142857	Direct
2012-02-01	Common Stock	C	1000000	—	Acquired	2142857	Direct
2012-02-01	Common Stock	C	126984	—	Acquired	2269841	Direct
2012-02-01	Common Stock	A	600000	$10	Acquired	2869841	Direct

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)	Direct
2012-02-01	Series B Preferred Stock	$	C	3500000	Disposed		Common Stock (1000000)	Direct
2012-02-01	Series C Preferred Stock	$	C	444444	Disposed		Common Stock (126984)	Direct

Footnotes

F1: Each share of preferred stock automatically converted into approximately 0.29 shares of common stock upon the closing of the issuer's initial public offering without payment of consideration.

F2: Not applicable.

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 LongwoodFund 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 theinclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.