Verastem, Inc. — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2012-01-27

Reporting Person: CHP III LP (10% Owner)
Reporting Person: CHP III Management, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Stock	C	1984126	—	Acquired	1984126	Direct
2012-01-27	Common Stock	P	250000	$10.00	Acquired	2234126	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Series A Preferred Stock	$	C	4000000	Disposed		Common Stock (1142857)	Direct
2012-01-27	Series B Preferred Stock	$	C	2500000	Disposed		Common Stock (714285)	Direct
2012-01-27	Seriec C Preferred Stock	$	C	444444	Disposed		Common Stock (126984)	Direct

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 have no expiration date.

F2: CHP III Management, L.L.C.(the "GP") is the sole General Partner of CHP III, L.P. John K. Clarke, Brandon H. Hull, Charles G. Hadley and John J. Park (collectively, the "Managing Members") are Managing Members of the GP, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of CHP III, L.P. (the "CHP III Shares"). Each of the GP and the Managing Members disclaims beneficial ownership of the CHP III Shares, except to the extent of their respective pecuniary interest therein, and the inclusion 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.