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: CLARKE JOHN K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	C	1142857	—	Acquired	1142857	Indirect
2012-02-01	Common Stock	C	714285	—	Acquired	1857142	Indirect
2012-02-01	Common Stock	C	126984	—	Acquired	1984126	Indirect
2012-02-01	Common Stock	P	250000	$10	Acquired	2234126	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	444444	Disposed		Common Stock (126984)	Indirect

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: The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed anadmission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.