Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:54PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Verastem, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
92337C104
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the following box to designate the rule pursuant to which
the Schedule is filed:
*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 ("Act")
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
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Valence Portfolios, L.L.C.
13-4046559
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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|
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6.
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Shared Voting Power
3,830,302
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
3,830,302
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,830,302
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9)
4.9%1
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12.
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Type of Reporting Person (See Instructions)
OO
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1
Pursuant to the terms of the indenture included as Exhibit 4.1 to the Issuer's Form 8-K filed on November 20, 2019,
D. E. Shaw Valence Portfolios, L.L.C. ("Valence") is not entitled to receive any shares of Common Stock otherwise deliverable
upon conversion of certain convertible securities to the extent that such receipt would cause Valence's beneficial ownership to
exceed 4.9% of the Issuer's outstanding Common Stock. The figures contained herein reflect the number of shares of Common Stock
that Valence has the right to acquire through such convertible securities pursuant to these terms.
CUSIP No. 92337C104
|
|
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.L.C.
13-3799946
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|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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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
3,830,302
|
|
|
|
7.
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Sole Dispositive Power
-0-
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|
|
|
8.
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Shared Dispositive Power
3,830,302
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|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,830,302
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.9%2
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|
12.
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Type of Reporting Person (See Instructions)
OO
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2
Pursuant to the terms of the indenture included as Exhibit 4.1 to the Issuer's Form 8-K filed on November 20, 2019, D. E. Shaw
Valence Portfolios, L.L.C. ("Valence") is not entitled to receive any shares of Common Stock otherwise deliverable upon
conversion of certain convertible securities to the extent that such receipt would cause Valence's beneficial ownership to exceed
4.9% of the Issuer's outstanding Common Stock. The figures contained herein reflect the number of shares of Common Stock that Valence
has the right to acquire through such convertible securities pursuant to these terms.
CUSIP No. 92337C104
|
|
1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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|
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
3,830,302
|
|
|
|
7.
|
Sole Dispositive Power
-0-
|
|
|
|
8.
|
Shared Dispositive Power
3,830,302
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,830,302
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.9%3
|
|
12.
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Type of Reporting Person (See Instructions)
IA, PN
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3
Pursuant to the terms of the indenture included as Exhibit 4.1 to the Issuer's Form 8-K filed on November 20, 2019, D. E. Shaw
Valence Portfolios, L.L.C. ("Valence") is not entitled to receive any shares of Common Stock otherwise deliverable upon
conversion of certain convertible securities to the extent that such receipt would cause Valence's beneficial ownership to exceed
4.9% of the Issuer's outstanding Common Stock. The figures contained herein reflect the number of shares of Common Stock that Valence
has the right to acquire through such convertible securities pursuant to these terms.
CUSIP No. 92337C104
|
|
1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David E. Shaw
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
-0-
|
|
|
|
6.
|
Shared Voting Power
3,830,302
|
|
|
|
7.
|
Sole Dispositive Power
-0-
|
|
|
|
8.
|
Shared Dispositive Power
3,830,302
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,830,302
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.9%4
|
|
12.
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Type of Reporting Person (See Instructions)
IN
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4
Pursuant to the terms of the indenture included as Exhibit 4.1 to the Issuer's Form 8-K filed on November 20, 2019,
D. E. Shaw Valence Portfolios, L.L.C. ("Valence") is not entitled to receive any shares of Common Stock otherwise deliverable
upon conversion of certain convertible securities to the extent that such receipt would cause Valence's beneficial ownership to
exceed 4.9% of the Issuer's outstanding Common Stock. The figures contained herein reflect the number of shares of Common Stock
that Valence has the right to acquire through such convertible securities pursuant to these terms.
Item 1.
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(a)
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Name of Issuer
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Verastem, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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117 Kendrick Street, Suite 500
Needham, MA 02494
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Item 2.
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(a)
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Name of Person Filing
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D. E. Shaw Valence Portfolios, L.L.C.
D. E. Shaw & Co., L.L.C.
D. E. Shaw & Co., L.P.
David E. Shaw
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(b)
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Address of Principal Business Office or, if none, Residence
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The business address for each reporting person is:
1166 Avenue of the Americas, 9th Floor
New York, NY 10036
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(c)
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Citizenship
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D. E. Shaw Valence Portfolios, L.L.C. is a limited liability
company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
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(d)
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Title of Class of Securities
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Common Stock, $0.0001 par value
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(e)
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CUSIP Number
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92337C104
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
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Not Applicable
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Item 4.
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Ownership
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As of December 31, 2019:
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(a)
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Amount beneficially owned:
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D. E. Shaw Valence Portfolios, L.L.C.:
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3,830,302 shares
This is composed of 3,830,302 shares that D. E. Shaw
Valence Portfolios, L.L.C. has the right to acquire through convertible securities.
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D. E. Shaw & Co., L.L.C.:
|
3,830,302 shares
This is composed of 3,830,302 shares that D. E. Shaw
Valence Portfolios, L.L.C. has the right to acquire through convertible securities.
|
|
D. E. Shaw & Co., L.P.:
|
3,830,302 shares
This is composed of 3,830,302 shares that D. E. Shaw
Valence Portfolios, L.L.C. has the right to acquire through convertible securities.
|
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David E. Shaw:
|
3,830,302 shares
This is composed of 3,830,302 shares that D. E. Shaw
Valence Portfolios, L.L.C. has the right to acquire through convertible securities.
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D. E. Shaw Valence Portfolios, L.L.C.:
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4.9%
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D. E. Shaw & Co., L.L.C.:
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4.9%
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D. E. Shaw & Co., L.P.:
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4.9%
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David E. Shaw:
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4.9%
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(c)
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Number of shares to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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D. E. Shaw Valence Portfolios, L.L.C.:
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-0- shares
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D. E. Shaw & Co., L.L.C.:
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-0- shares
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D. E. Shaw & Co., L.P.:
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-0- shares
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David E. Shaw:
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-0- shares
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(ii)
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Shared power to vote or to direct the vote:
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D. E. Shaw Valence Portfolios, L.L.C.:
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3,830,302 shares
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D. E. Shaw & Co., L.L.C.:
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3,830,302 shares
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D. E. Shaw & Co., L.P.:
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3,830,302 shares
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David E. Shaw:
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3,830,302 shares
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(iii)
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Sole power to dispose or to direct the disposition
of:
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D. E. Shaw Valence Portfolios, L.L.C.:
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-0- shares
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D. E. Shaw & Co., L.L.C.:
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-0- shares
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D. E. Shaw & Co., L.P.:
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-0- shares
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David E. Shaw:
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-0- shares
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(iv)
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Shared power to dispose or to direct the disposition
of:
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|
D. E. Shaw Valence Portfolios, L.L.C.:
|
3,830,302 shares
|
|
D. E. Shaw & Co., L.L.C.:
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3,830,302 shares
|
|
D. E. Shaw & Co., L.P.:
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3,830,302 shares
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David E. Shaw:
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3,830,302 shares
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David E. Shaw does not own any shares directly. By virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of
D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and by virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member
of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw
may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition
of, the 3,830,302 shares as described above constituting 4.9% of the outstanding shares and, therefore, David E. Shaw may be deemed
to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,830,302 shares.
Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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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 5 percent of the class of securities,
check the following x.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
|
By signing below, each of D. E. Shaw Valence Portfolios, L.L.C.,
D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting
person’s 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 such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney,
dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.
Dated: February 14, 2020
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D. E. Shaw Valence Portfolios, L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Authorized Signatory
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D. E. Shaw & Co., L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Authorized Signatory
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D. E. Shaw & Co., L.P.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Chief Compliance Officer
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David E. Shaw
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Attorney-in-Fact for David E. Shaw
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