Verastem, Inc. — Director's Dealing 2012

Jan 27, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Westphal Christoph H (Director, President and CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	502857	Direct
Common Stock	125714	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (1142857)		Indirect
Series B Preferred Stock	$		Common Stock (1000000)		Indirect
Series C Preferred Stock	$		Common Stock (126984)		Indirect

Footnotes

F1: Longwood Fund GP, LLC is the sole General Partner of Longwood Fund, LP. 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 Longwood Fund LP (the "Longwood Shares"). Each of the Managers disclaim beneficial ownership of the Longwood 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.

F2: Each share of preferred stock will automatically convert into approximately 0.29 shares of common stock upon the closing of the issuer's initial public offering. The shares have no expiration date.