Verastem (VSTM) Form 4 Verastem / JOHN JOHNSON ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON JOHN

(Last) (First) (Middle)

C/O VERASTEM, INC.

117 KENDRICK ST., SUITE 500

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$15.6	03/11/2024		D			2,083	(2)	01/03/2030	Common Stock	2,083	(1)	0	D
Stock Option (right to buy)	$21.72	03/11/2024		D			2,083	(3)	04/29/2030	Common Stock	2,083	(1)	0	D
Stock Option (right to buy)	$21.24	03/11/2024		D			2,300	(4)	06/16/2030	Common Stock	2,300	(1)	0	D
Stock Option (right to buy)	$49.92	03/11/2024		D			2,083	(5)	06/28/2031	Common Stock	2,083	(1)	0	D
Stock Option (right to buy)	$11.44	03/11/2024		A		8,549		(1)	03/11/2034	Common Stock	8,549	(1)	8,549	D

Explanation of Responses:

1. On March 11, 2024, the Issuer cancelled, pursuant to the Issuer's option exchange program, certain eligible unexercised options with an exercise price greater than $15.00 granted to the Reporting Person. In exchange,the Reporting Person received a grant of 8,549 stock options that will vest in two equal installments over a two-year period from March 11, 2024 (with the number of shares vesting on each vesting date will be rounded down to the nearest whole share, except with respect to the vesting dates on which all remaining unvested shares shall vest), provided the Reporting Person continues to serve as a director of or other service provider to the Issuer on each such vesting date.

2. The canceled stock option was granted on January 3, 2020 and provided for cliff vesting on June 3, 2021.

3. The canceled stock option was granted on April 29, 2020 and provided for vesting in twelve equal monthly beginning on May 29, 2020 and ending on April 29, 2021.

4. The canceled stock option was granted on June 16, 2020 and provided for vesting in twelve equal monthly installments beginning on June 30, 2020 and ending on May 31, 2021.

5. The canceled stock option was granted on June 28, 2021 and provided for vesting in twelve equal month installments beginning on the on the last day of each month over a period from June 2021 to May 2022.

	/s/ Daniel Calkins, Attorney in Fact	03/13/2024
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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