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)
06/18/2024

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
Common Stock	06/18/2024		A		8,333(1)	A	$0.00	8,333	D

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)	$3.27	06/18/2024		A		12,500		(2)	06/18/2034	Common Stock	12,500	$0	12,500	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's Amended and Restated 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of Common Stock. The RSUs vest in twelve equal installments (rounded down to the nearest whole share on each vesting date except with respect to the final vesting date on which the remaining unvested portion shall vest). The first eleven installments shall vest beginning on the last day of each month over a period from June, 2024 to April, 2025 and the last installment shall vest on the earlier of (i) the day before the 2025 Annual Meeting of Stockholders is held or (ii) May 31, 2025, provided that the Reporting Person continues to serve as a director of the Issuer on each such vesting date.

2. The stock option vests in twelve equal installments (rounded down to the nearest whole share on each vesting date except with respect to the final vesting date on which the remaining unvested portion shall vest). The first eleven installments shall vest beginning on the last day of each month over a period from June, 2024 to April, 2025 and the last installment shall vest on the earlier of (i) the day before the 2025 Annual Meeting of Stockholders is held or (ii) May 31, 2025, provided that the Reporting Person continues to serve as a director of the Issuer on each such vesting date.

	/s/ Daniel Calkins, Attorney in Fact	06/20/2024
	** 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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