Verastem, Inc. — Director's Dealing 2013

Oct 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2013-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-30	Common Stock	F	6094	$12.71	Disposed	695072	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2869841	Indirect
Common Stock	125714	Indirect

Footnotes

F1: Shares withheld by Registrant to satisfy statutory withholding requirements upon vesting of restricted stock units.

F2: Represents 578,855 shares of common stock and 116,217 restricted stock units. The reporting person's shares of common stock are subject to a lock-up agreement among the reporting person, Jefferies LLC and Leerink Swann LLC.

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 Longwood Fund 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 the inclusion of the Longwood Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood Shares for purposes of Section 16 or for any other purpose.