CUSIP No. 92337C203
1 |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨ (b) ¨
|
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
1,345,192 |
6 |
SHARED VOTING POWER
-0- |
7 |
SOLE DISPOSITIVE POWER
1,345,192 |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,345,192 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% (1)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
| (1) | Based on 16,739,386 shares of common stock (“Common Stock”) of Verastem, Inc. (the “Issuer”) outstanding as of
May 31, 2023, as reported in the Issuer’s Exhibit 99.1 on Form 8-K filed with the Securities and Exchange Commission (“SEC”)
on May 31, 2023, after giving effect to the 1-for-12 reverse stock split reported therein. |
CUSIP No. 92337C203
1 |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)
¨
(b) ¨
|
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
1,345,192 |
6 |
SHARED VOTING POWER
-0- |
7 |
SOLE DISPOSITIVE POWER
1,345,192 |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,345,192 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% (1)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
| (1) | Based on 16,739,386 shares of Common Stock outstanding as of May 31, 2023, as reported in the Issuer’s Exhibit 99.1 on Form 8-K
filed with the SEC on May 31, 2023, after giving effect to the 1-for-12 reverse stock split reported therein. |
CUSIP No. 92337C203
1 |
NAMES OF REPORTING PERSONS
Felix J. Baker |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨ (b) ¨
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE VOTING POWER
1,345,192 |
6 |
SHARED VOTING POWER
-0- |
7 |
SOLE DISPOSITIVE POWER
1,345,192 |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,345,192
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% (1)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
| (1) | Based on 16,739,386 shares of Common Stock outstanding as of May 31, 2023, as reported in the Issuer’s Exhibit 99.1 on Form 8-K
filed with the SEC on May 31, 2023, after giving effect to the 1-for-12 reverse stock split reported therein. |
CUSIP No. 92337C203
1 |
NAMES OF REPORTING PERSONS
Julian C. Baker |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨ (b) ¨
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE VOTING POWER
1,345,192 |
6 |
SHARED VOTING POWER
-0- |
7 |
SOLE DISPOSITIVE POWER
1,345,192 |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,345,192 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% (1)
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
| (1) | Based on 16,739,386 shares of Common Stock outstanding as of May 31, 2023, as reported in the Issuer’s Exhibit 99.1 on Form 8-K
filed with the SEC on May 31, 2023, after giving effect to the 1-for-12 reverse stock split reported therein. |
Amendment No. 4 to Schedule 13G
This Amendment No. 4 to Schedule 13G amends and restates the previously
filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”),
Julian C. Baker and Felix J. Baker (collectively, the “Reporting Persons”). Except as supplemented herein, such statements,
as heretofore amended and supplemented, remain in full force and effect.
Verastem, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
117
Kendrick Street, Suite 500
Needham, MA
02494
| Item 2(a) | Name of Person Filing: |
This Amendment No. 4 is being filed
jointly by the Reporting Persons.
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The business address of each of the Reporting
Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under the laws
of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship
of each of Julian C. Baker and Felix J. Baker is the United States of America.
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
(“Common Stock”).
92337C203
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a: |
(a) ¨ Broker
or dealer registered under Section 15 of the Exchange Act.
(b) ¨ Bank
as defined in section 3(a)(6) of the Exchange Act.
(c) ¨ Insurance company as defined
in section 3(a)(19) of the Exchange Act.
(d) ¨
Investment company registered under section 8 of the Investment Company Act of 1940.
(e) x An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨ An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ¨ A 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) ¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to
this Amendment No. 4 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly
held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life
Sciences, the “Funds”) which may be deemed to be indirectly beneficially owned by the Reporting Persons.
The information set forth below is based on 16,739,386 shares of Common Stock outstanding as of May 31, 2023, as reported in the Issuer’s
Exhibit 99.1 on Form 8-K filed with the Securities and Exchange Commission on May 31, 2023, after giving effect to the 1-for-12 reverse
stock split reported therein. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended.
Holder | |
Number of Shares of Common
Stock we own or have the right
to acquire within 60 days | | |
Percent of Class
Outstanding | |
667, L.P. | |
| 100,766 | | |
| 0.6 | % |
Baker Brothers Life Sciences, L.P. | |
| 1,244,426 | | |
| 7.4 | % |
Total | |
| 1,345,192 | | |
| 8.0 | % |
The Adviser GP, Felix J. Baker and Julian C. Baker as managing
members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
The Adviser GP is the sole general partner of the Adviser.
Pursuant to the management agreements, as amended, among the Adviser, Life Sciences and 667 and their respective general partners, the
Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting
power of the securities held by the Funds, and thus the Adviser has completed and unlimited discretion and authority with respect to the
Funds’ investments and voting power over investments.
| 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 ¨. N/A
| Item 6 | Ownership of More than Five
Percent on Behalf of Another Person: |
N/A
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person: |
The information in Item 4 is
incorporated herein by reference.
| Item 8 | Identification and Classification of Members of the Group: |
N/A
| Item 9 | Notice of Dissolution of Group: |
N/A
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
June 12, 2023
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC,
its general partner
|
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By: |
/s/ Scott L. Lessing |
|
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Name: Scott L. Lessing
Title: President |
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BAKER BROS. ADVISORS (GP) LLC |
|
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By: |
/s/ Scott L. Lessing |
|
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Name: Scott L. Lessing
Title: President |
|
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/s/ Julian C. Baker |
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Julian C. Baker |
|
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/s/ Felix J. Baker |
|
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Felix J. Baker |