Verastem, Inc. — Director's Dealing 2014

Jan 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2014-01-24

Reporting Person: Longwood Fund, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	J	999964	—	Disposed	1869877	Direct
2014-01-24	Common Stock	J	50021	—	Acquired	1919898	Indirect

Footnotes

F1: Reflects change in beneficial ownership pursuant to the partnership agreement of Longwood Fund, L.P.

F2: The securities in this line are held directly by Longwood Fund, L.P. 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. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund L.P., 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.

F3: Longwood Fund GP, LLC, the sole General Partner of Longwood Fund, L.P., acquired 50,021 shares of common stock of the issuer directly pursuant to the transaction described in Footnote 1. 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. and by Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund L.P. and by Longwood Fund GP, LLC, 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