Verastem, Inc. — Director's Dealing 2022

Dec 15, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Verastem, Inc. (VSTM)
CIK: 0001526119
Period of Report: 2022-12-13

Reporting Person: Gagnon Robert E. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	588554	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$9.43	2018-08-28	Common Stock (350000)		Direct
Stock Option (right to buy)	$3.51	2019-01-03	Common Stock (50000)		Direct
Stock Option (right to buy)	$3.51	2019-01-03	Common Stock (50000)		Direct
Stock Option (right to buy)	$1.81	2019-06-21	Common Stock (250000)		Direct
Stock Option (right to buy)	$1.34	2019-12-13	Common Stock (125000)		Direct
Stock Option (right to buy)	$1.34	2019-12-13	Common Stock (125000)		Direct
Stock Option (right to buy)	$2.20	2020-12-18	Common Stock (203776)		Direct
Stock Option (right to buy)	$2.36	2021-12-15	Common Stock (301500)		Direct

Footnotes

F1: Includes 186,708 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest as follows: (i) 38,208 RSUs vest as to 11.1% of the underlying shares on December 18, 2022, and as to an additional 11.1% of such shares at the end of each successive three month period until December 18, 2024; and (ii) 148,500 RSUs vest as to 25% of the underlying shares on December 15, 2022, and as to an additional 6.25% of the shares at the end of each successive three-month period until December 15, 2025. In each case the number of shares vesting on each vesting date is rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest, and in each case provided that the Reporting Person continues to serve as an employee, director, or other service provider to the Issuer on each such vesting date.

F2: The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

F3: The option vested as to 25% of the shares underlying the option on January 1, 2020 and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2023.

F4: The option vests as to: (a) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $10.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, (b) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $15.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, and (c) 20% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $20.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days.

F5: The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 12.5% of the shares underlying the option on each successive three month period after such date until the second anniversary of the grant date.

F6: The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and vested as to 12.5% of the shares underlying the option at the end of each successive three-month period following the first anniversary of grant date until second anniversary of the grant date.

F7: The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.

F8: The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

F9: The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.