SEC Form 4 · accession 0001104659-15-025352
Verastem, Inc. · VSTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christoph H Westphal
Officer — Executive Chairman · Director
Period of report
Mar 31, 2015
Accepted (ET)
Apr 2, 2015 · 10:55 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001526119
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 31, 2015 | F | 2,817 | $10.49 | D | 674,328 | D | |
| Common StockF3 | holding | — | — | — | 1,230,769 | I | By Longwood Fund II, LP | |
| Common StockF4 | holding | — | — | — | 26 | I | By Longwood Fund | |
| Common StockF5 | holding | — | — | — | 143,554 | I | By Longwood Fund GP, LLC | |
| Common Stock | holding | — | — | — | 125,714 | I | By the Fountain Irrevocable Trust of 2010 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares withheld by Registrant to satisfy statutory withholding requirements upon vesting of restricted stock units.
- F2Represents 635,588 shares of common stock and 38,740 restricted stock units. Total reflects the forfeiture of 6,456 restricted stock units on March 31, 2015, which were forfeited pursuant to the terms of Christoph Westphal's offer letter dated September 18, 2012.
- F3Longwood Fund II GP, LLC is the sole General Partner of Longwood Fund, II L.P. Christoph Westphal, M.D., Ph.D., Richard Aldrich and Michelle Dipp, M.D., Ph.D. (collectively, the "Managers") are managers of Longwood Fund II GP, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund, II L.P. (the "Longwood II LP Shares"). Each of the Managers disclaims beneficial ownership of the Longwood II LP Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood II LP Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood II LP Shares for purposes of Section 16 or for any other purpose.
- F4Longwood Fund GP, LLC is the sole General Partner of Longwood Fund, L.P. Christoph Westphal, M.D., Ph.D., Richard Aldrich and Michelle Dipp, M.D., Ph.D. (collectively, the "Managers") are managers of Longwood Fund GP, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund L.P. (the "Longwood LP Shares"). Each of the Managers disclaims beneficial ownership of the Longwood LP Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood LP Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood LP Shares for purposes of Section 16 or for any other purpose.
- F5Christoph Westphal, M.D., Ph.D., Richard Aldrich and Michelle Dipp, M.D., Ph.D. (collectively, the "Managers") are managers of Longwood Fund GP, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund GP, LLC (the "Longwood GP Shares"). Each of the Managers disclaims beneficial ownership of the Longwood GP Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of the Longwood GP Shares in this report shall not be deemed an admission of beneficial ownership of the Longwood GP Shares for purposes of Section 16 or for any other purpose.