Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF
19341
Verastem,
Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
92337C104
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
1 The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP NO. 92337C104
|
13G
|
Page 2 of 10
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Ridgeback Capital Investments
L.P. 66-0677421
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
|
o
|
(b)
|
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
-0-
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12.
|
TYPE OF REPORTING PERSON**
OO
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 92337C104
|
13G
|
Page 3 of 10
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Ridgeback Capital Investments
LLC
72-1614961
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
|
o
|
(b)
|
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
-0-
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12.
|
TYPE OF REPORTING PERSON**
OO
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 92337C104
|
13G
|
Page 4 of 10
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback Capital Management LLC 42-1684320
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
|
o
|
(b)
|
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
-0-
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
|
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12.
|
TYPE OF REPORTING PERSON**
OO
|
** SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP NO. 92337C104
|
13G
|
Page
5 of 10
|
Item 1(a).
|
Name of Issuer.
|
Verastem, Inc. (the “Company”).
Item 1(b).
|
Address of Issuer’s Principal Executive Offices.
|
The Company’s principal executive
offices are located at 117 Kendrick Street, Suite 500, Needham, MA 02494.
Items 2(a).
|
Name of Person Filing.
|
This statement is filed on behalf of the
following persons with respect to shares of common stock of the Company acquired by them (the “Shares”):
(i) Ridgeback
Capital Investments L.P., Delaware limited partnership (“RCILP”), with respect to Shares beneficially owned by it;
(ii) Ridgeback
Capital Investments LLC, a Delaware limited liability company (“RCI”), with respect to Shares beneficially owned by
it; and
(iii) Ridgeback
Capital Management LLC, a Delaware limited liability company (“RCM”), with respect to Shares beneficially owned by
it.
The foregoing persons are hereinafter referred
to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence.
|
The address of the principal business office
of each of the Reporting Persons is 500 South Pointe Drive, Suite 220, Miami Beach, Florida 33139.
RCILP is a Cayman Island exempted limited
partnership. RCI is a Delaware limited liability company. RCM is a Delaware limited liability company.
|
Item 2(d).
|
Title of Class of Securities.
|
Common stock, $0.0001 par value per share.
CUSIP NO. 92337C104
|
13G
|
Page
6 of 10
|
92337C104
Item 3.
If this statement is filed pursuant to Rules
13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act,
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act,
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
(d)
|
¨
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
(e)
|
¨
|
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
|
(f)
|
¨
|
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
|
(g)
|
¨
|
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
|
(h)
|
¨
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
(i)
|
¨
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
(j)
|
¨
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________.
|
The percentages used herein are calculated
based upon 169,774,432 shares outstanding as of November 6, 2020 as reported in the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020 and filed with the SEC on November 9, 2020. As of the close of business on December 31,
2020, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed
below:
CUSIP NO. 92337C104
|
13G
|
Page
7 of 10
|
A.
|
Ridgeback Capital Investments L.P.
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: -0-
|
|
|
|
B.
|
Ridgeback Capital Investments LLC
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: -0-
|
|
|
C.
|
Ridgeback Capital Management LLC
|
(a)
|
Amount beneficially owned: -0-
|
(b)
|
Percent of class: 0.0%
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: -0-
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: -0-
|
RCM and RCI do not own any Shares directly.
RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power
with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares
(constituting approximately 0.0% of the shares outstanding). Each of RCM and RCI disclaim beneficial ownership of any of the securities
covered by this statement, except to the extent of any pecuniary interest therein.
CUSIP NO. 92337C104
|
13G
|
Page
8 of 10
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following. x
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
To the knowledge of the Reporting Persons,
no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Each of the Reporting Persons hereby makes
the following certification:
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP NO. 92337C104
|
13G
|
Page
9 of 10
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 16, 2021
|
|
Ridgeback Capital
Investments L.P.
|
|
|
|
By:
|
Ridgeback Capital Investments LLC,
|
|
|
Its General Partner
|
|
|
|
By:
|
/s/ Bud Holman
|
|
|
Name: Bud Holman
|
|
|
Title: Director
|
|
|
Ridgeback Capital
Investments LLC
|
|
|
|
By:
|
/s/ Bud Holman
|
|
|
Name: Bud Holman
|
|
|
Title: Director
|
|
|
Ridgeback Capital
Management LLC
|
|
|
|
By:
|
/s/ Bud Holman
|
|
|
Name: Bud Holman
|
|
|
Title: Authorized Signatory
|
CUSIP NO. 92337C104
|
13G
|
Page 10 of 10
|
EXHIBIT INDEX
Exhibit Number
|
Exhibit Description
|
99.1
|
Joint Filing Agreement*
|
* Previously filed.
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