FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Gagnon Robert E.
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/13/2022 

3. Issuer Name and Ticker or Trading Symbol

Verastem, Inc. [VSTM]
(Last)        (First)        (Middle)

C/O VERASTEM, INC., 117 KENDRICK ST.,, SUITE 500
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

NEEDHAM, MA 02494      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 588554 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (2)8/28/2018 Common Stock 350000 $9.43 D  
Stock Option (right to buy)  (3)1/3/2019 Common Stock 50000 $3.51 D  
Stock Option (right to buy)  (4)1/3/2019 Common Stock 50000 $3.51 D  
Stock Option (right to buy)  (5)6/21/2019 Common Stock 250000 $1.81 D  
Stock Option (right to buy)  (6)12/13/2019 Common Stock 125000 $1.34 D  
Stock Option (right to buy)  (7)12/13/2019 Common Stock 125000 $1.34 D  
Stock Option (right to buy)  (8)12/18/2020 Common Stock 203776 $2.20 D  
Stock Option (right to buy)  (9)12/15/2021 Common Stock 301500 $2.36 D  

Explanation of Responses:
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.

Remarks:
Exhibit List Exhibit 24 -Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gagnon Robert E.
C/O VERASTEM, INC., 117 KENDRICK ST.,
SUITE 500
NEEDHAM, MA 02494
X



Signatures
/s/ Daniel Calkins, Attorney-in-Fact12/15/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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