Initial Statement of Beneficial Ownership (3)
January 21 2020 - 4:16PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Ridgeback Capital Investments L.P. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/14/2020
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3. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [VSTM]
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(Last)
(First)
(Middle)
500 SOUTH POINTE DRIVE, SUITE 220 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
MIAMI, FL 33139
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 4553092 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
5% Convertible Senior Second Lien Notes due 2048 | 1/14/2020 | 11/1/2048 | Common Stock | $9100000.00 | $1.65 | D (1) | |
Explanation of Responses: |
(1) | Ridgeback Capital Investments L.P. owns all of the securities reported herein directly. Ridgeback Capital Investements Ltd. is the general partner of Ridgeback Capital Investments L.P. Pursuant to an investment management agreement, Ridgeback Capital Management LP maintains investment and voting power with respect to the securities held or controlled by Ridgeback Capital Invesetments Ltd. Wayne Holman, an individual, controls Ridgeback Capital Management LP. Ridgeback Capital Management LP, Ridgeback Capital Investments Ltd. and Wayne Holman do not own any securities reported herein directly and disclaim beneficial ownership of any of the securities covered by this statement, except to the extnt of any pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ridgeback Capital Investments L.P. 500 SOUTH POINTE DRIVE SUITE 220 MIAMI, FL 33139 |
| X |
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Ridgeback Capital Investments Ltd. 500 SOUTH POINTE DRIVE SUITE 220 MIAMI, FL 33139 |
| X |
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Ridgeback Capital Management LP 500 SOUTH POINTE DRIVE SUITE 220 MIAMI, FL 33139 |
| X |
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Signatures
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/s/ Bud Holman, Authorized Signatory | | 1/21/2020 |
**Signature of Reporting Person | Date |
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