CUSIP No. 92337C104
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
10,144,039
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
10,144,039
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,144,039
|
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
6.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1)
|
Based on 169,774,432 shares of Common Stock (“Common Stock”)
of Verastem, Inc. (the “Issuer”) outstanding as of November 6, 2020, as reported in the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission (“SEC”) on November 9, 2020.
|
CUSIP No. 92337C104
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
10,144,039
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
10,144,039
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,144,039
|
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
6.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1)
|
Based on 169,774,432 shares of Common Stock of the Issuer outstanding
as of November 6, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.
|
CUSIP No. 92337C104
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
10,144,039
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
10,144,039
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,144,039
|
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
6.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 169,774,432 shares of Common Stock of the Issuer outstanding
as of November 6, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.
|
CUSIP No. 92337C104
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
10,144,039
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE
DISPOSITIVE POWER
10,144,039
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,144,039
|
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
6.0% (1)
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 169,774,432 shares of Common Stock of the Issuer outstanding
as of November 6, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2020.
|
Schedule
13G
Item 1(a)
|
Name of Issuer:
|
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 Schedule 13G is being filed jointly by the Baker
Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker and
Julian C. Baker (collectively, 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”).
92337C104
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
Schedule 13G 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 169,774,432 shares
of Common Stock outstanding as of November 6, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 9, 2020. 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.
|
|
|
757,740
|
|
|
|
0.5
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
9,386,299
|
|
|
|
5.5
|
%
|
Total
|
|
|
10,144,039
|
|
|
|
6.0
|
%
|
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 complete 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.
February
16, 2021
|
BAKER BROS. ADVISORS LP
|
|
|
|
By: Baker Bros. Advisors (GP) LLC,
its general partner
|
|
|
|
By:
|
/s/
Scott L. Lessing
|
|
|
Name: Scott L. Lessing
|
|
|
Title: President
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
|
|
|
Title: President
|
|
/s/
Julian C. Baker
|
|
Julian C. Baker
|
|
|
|
/s/
Felix J. Baker
|
|
Felix J. Baker
|