Statement of Changes in Beneficial Ownership (4)
January 08 2021 - 12:25PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Neumann Frank |
2. Issuer Name and Ticker or Trading Symbol
Verastem, Inc.
[
VSTM
]
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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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Neumann Frank C/O VERASTEM, INC. 117 KENDRICK STREET, SUITE 500 NEEDHAM, MA 02494 |
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| Chief Medical Officer |
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Signatures
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/s/ Robert E. Gagnon, Attorney-in-Fact | | 1/8/2021 |
**Signature of Reporting Person | Date |
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