Verastem, Inc. — Director's Dealing 2020

Mar 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2020-03-06

Reporting Person: Ridgeback Capital Investments L.P. (10% Owner)
Reporting Person: Ridgeback Capital Investments Ltd. (10% Owner)
Reporting Person: Ridgeback Capital Management LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-06	Common Stock	C	5515151	—	Acquired	10068243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-06	5% Convertible Senior Second Lien Notes due 2048	$1.65	C		Disposed	2048-11-01	Common Stock (5515151)	Direct

Footnotes

F1: Ridgeback Capital Investments L.P. owns all of the securities reported herein directly. Ridgeback Capital Investements Ltd. is the general partner of Ridgeback Capital Investments L.P. Pursuant to an investment management agreement, Ridgeback Capital Management LLC maintains investment and voting power with respect to the securities held or controlled by Ridgeback Capital Invesetments Ltd. Wayne Holman, an individual, controls Ridgeback Capital Management LLC. Ridgeback Capital Management LLC, Ridgeback Capital Investments Ltd. and Wayne Holman do not own any securities reported herein directly and disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

F2: The Reporting Person converted $9,100,000 principal amount of 5% Convertible Senior Second Lien Notes due 2048 on March 6, 2020 into 5,515,151 shares of common stock at a conversion price of $1.65 per share.