Verastem, Inc. — Director's Dealing 2012

Jan 28, 2012

SEC Form 3/A — Form 3/A

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2012-01-26

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (1142857)		Indirect
Series B Preferred Stock	$		Common Stock (714285)		Indirect
Series C Preferred Stock	$		Common Stock (38095)		Indirect

Footnotes

F1: These securities are shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Issuer (collectively, the "Shares"), are convertible at any time at the holder's election and do not have an expiration date.

F2: Upon the closing of the Issuer's initial public offering, the Shares will convert at a ratio of 3.5-to-1 into the number of shares of Common Stock shown in column 3 above.

F3: Bessemer Venture Partners VII L.P. ("Bessemer VII") owns 1,280,000 shares. Bessemer Venture Partners VII Institutional L.P. ("Bessemer VII Institutional") owns 560,000 shares. BVP VII Special Opportunity Fund L.P. ("BVP VII," and together with Bessemer VII and Bessemer VII Institutional, the "Funds") owns 2,160,000 shares.

F4: Bessemer VII owns 800,000 shares. Bessemer VII Institutional owns 350,000 shares. BVP VII owns 1,350,000 shares.

F5: Bessemer VII owns 42,667 shares. Bessemer VII Institutional owns 18,667 shares. BVP VII owns 71,999 shares.

F6: 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 and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interests in the Funds. (continued in footnote 7).

F7: Deer Ltd. disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in Deer VII. Deer Management disclaims beneficial ownership of the Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Shares.

F8: Stephen Kraus, an employee of Deer Management, serves as the representative of the Bessemer Entities on the Issuer's board of directors.

F9: This Form 3 amendment is being filed solely to add Deer VII and Deer Ltd. as reporting persons.