Verastem, Inc. — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2012-12-21

Reporting Person: Westphal Christoph H (Director, President and C.E.O., 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-21	Common Stock	L	100	$8.72	Acquired	709569	Direct
2012-12-21	Common Stock	L	124	$8.77	Acquired	709693	Direct
2012-12-21	Common Stock	L	100	$8.79	Acquired	709793	Direct
2012-12-21	Common Stock	L	200	$8.87	Acquired	709993	Direct
2012-12-21	Common Stock	L	476	$8.91	Acquired	710469	Direct
2013-01-02	Common Stock	P	800	$9.73	Acquired	711269	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2869841	Indirect
Common Stock	125714	Indirect

Footnotes

F1: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on November 20, 2012.

F2: Represents a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $9.615 to $10.00, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 2 to this Form 4.

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.