FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Neumann Frank
2. Issuer Name and Ticker or Trading Symbol

Verastem, Inc. [ VSTM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Medical Officer
(Last)          (First)          (Middle)

C/O VERASTEM, INC., 117 KENDRICK STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

1/6/2021
(Street)

NEEDHAM, MA 02494
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1/6/2021  A  150000 (1)A$0 150000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $2.22 1/6/2021  A   300000     (2)1/6/2031 Common Stock 300000 $0 300000 D  

Explanation of Responses:
(1) Represents restricted stock units ("RSUs") granted to the Reporting Person pursuant to the Issuer's inducement award program. Each RSU represents the contingent right to receive one share of Common Stock. The RSUs vest as to 25% of the shares subject to the award on the first anniversary of the date of grant 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 date of grant until the 4th anniversary of the date of grant (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.
(2) The stock option vests as to 25% of the shares subject to the option on the first anniversary of the date of grant 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 date of grant until the 4th anniversary of the date of grant (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Neumann Frank
C/O VERASTEM, INC.
117 KENDRICK STREET, SUITE 500
NEEDHAM, MA 02494


Chief Medical Officer

Signatures
/s/ Robert E. Gagnon, Attorney-in-Fact1/8/2021
**Signature of Reporting PersonDate

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