Verastem, Inc. — Director's Dealing 2021

Dec 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2021-08-12

Reporting Person: Paterson Dan (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-12	Common Stock	F	50244	$2.87	Disposed	333779	Direct
2021-12-15	Common Stock	A	181500	—	Acquired	515279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Stock Option (Right to Buy)	$2.36	A	368500	Acquired	2031-12-15	Common Stock (368500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	193129	Indirect

Footnotes

F1: The total reflects the disposition of 50,244 shares sold by the Issuer to satisfy statutory withholding requirements and an additional reduction of 46,442 shares previously withheld by the Issuer to satisfy statutory withholding requirements, in each case upon vesting of restricted stock units and a reduction of 128,684 shares transferred to the Paterson 1996 Living Trust. The total also reflects 3,333 shares purchased under the Issuer's Employee Stock Purchase Plan.

F2: The total reflects the receipt from Daniel Patterson of a transfer of 138,683 shares, inclusive of 9,999 shares purchased under the Issuer's Employee Stock Purchase Plan.

F3: The Reporting Person is the trustee of The Paterson 1996 Living Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

F4: Represents restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of Common Stock. The RSUs vest as to 25% of the RSUs on the first anniversary of December 15, 2021 (the "RSU Grant Date") and as to an additional 6.25% of the RSUs at the end of each successive three-month period following the first anniversary of the RSU Grant Date until the fourth anniversary of the RSU Grant Date (with the number of RSUs vesting on each vesting date rounded down to the nearest whole RSU, except with respect to the final vesting date on which all remaining unvested RSUs shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

F5: The option vests as to 25% of the shares on the first anniversary of December 15, 2021 (the "Option Grant Date") and as to an additional 6.25% of the shares at the end of each successive three-month period following the first anniversary of the Option Grant Date until the fourth anniversary of the Option Grant Date (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.