Verastem (VSTM) Form 3 Verastem / Robert E. Gagnon ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Gagnon Robert E.

(Last) (First) (Middle)

C/O VERASTEM, INC., 117 KENDRICK ST.,

SUITE 500

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2022

3. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [ VSTM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	588,554(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Stock Option (right to buy)	(2)	08/28/2018	Common Stock	350,000	9.43	D
Stock Option (right to buy)	(3)	01/03/2019	Common Stock	50,000	3.51	D
Stock Option (right to buy)	(4)	01/03/2019	Common Stock	50,000	3.51	D
Stock Option (right to buy)	(5)	06/21/2019	Common Stock	250,000	1.81	D
Stock Option (right to buy)	(6)	12/13/2019	Common Stock	125,000	1.34	D
Stock Option (right to buy)	(7)	12/13/2019	Common Stock	125,000	1.34	D
Stock Option (right to buy)	(8)	12/18/2020	Common Stock	203,776	2.2	D
Stock Option (right to buy)	(9)	12/15/2021	Common Stock	301,500	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

	/s/ Daniel Calkins, Attorney-in-Fact	12/15/2022
	** Signature of Reporting Person	Date
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).
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