Verastem, Inc. — Director's Dealing 2015

Apr 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2015-03-31

Reporting Person: Westphal Christoph H (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-31	Common Stock	F	2817	$10.49	Disposed	674328	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1230769	Indirect
Common Stock	26	Indirect
Common Stock	143554	Indirect
Common Stock	125714	Indirect

Footnotes

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

F2: Represents 635,588 shares of common stock and 38,740 restricted stock units. Total reflects the forfeiture of 6,456 restricted stock units on March 31, 2015, which were forfeited pursuant to the terms of Christoph Westphal's offer letter dated September 18, 2012.

F3: Longwood Fund II GP, LLC is the sole General Partner of Longwood Fund, II 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 II 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, II L.P. (the "Longwood II LP Shares"). Each of the Managers disclaims beneficial ownership of the Longwood II LP Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood II LP Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood II LP Shares for purposes of Section 16 or for any other purpose.

F4: 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 LP Shares"). Each of the Managers disclaims beneficial ownership of the Longwood LP Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood LP Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood LP Shares for purposes of Section 16 or for any other purpose.

F5: 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 GP, LLC (the "Longwood GP Shares"). Each of the Managers disclaims beneficial ownership of the Longwood GP Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood GP Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood GP Shares for purposes of Section 16 or for any other purpose.