0001104659-24-034039.txt : 20240313 0001104659-24-034039.hdr.sgml : 20240313 20240313181255 ACCESSION NUMBER: 0001104659-24-034039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240311 FILED AS OF DATE: 20240313 DATE AS OF CHANGE: 20240313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paterson Dan CENTRAL INDEX KEY: 0001563202 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 24747302 MAIL ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 440 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER NAME: FORMER CONFORMED NAME: Paterson Daniel DATE OF NAME CHANGE: 20130314 FORMER NAME: FORMER CONFORMED NAME: Paterson Dan DATE OF NAME CHANGE: 20121128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verastem, Inc. CENTRAL INDEX KEY: 0001526119 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 273269467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 117 KENDRICK STREET STREET 2: SUITE 500 CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: (781) 292-4200 MAIL ADDRESS: STREET 1: 117 KENDRICK STREET STREET 2: SUITE 500 CITY: NEEDHAM STATE: MA ZIP: 02494 4 1 tm248737-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-11 0 0001526119 Verastem, Inc. VSTM 0001563202 Paterson Dan C/O VERASTEM, INC., 117 KENDRICK ST., SUITE 500 NEEDHAM MA 02494 1 1 0 0 President and CEO 0 Stock Option (right to buy) 110.28 2024-03-11 4 D 0 12064 D 2025-01-08 Common Stock 12064 0 D Stock Option (right to buy) 25.56 2024-03-11 4 D 0 11166 D 2025-11-08 Common Stock 11166 0 D Stock Option (right to buy) 22.32 2024-03-11 4 D 0 5500 D 2025-12-31 Common Stock 5500 0 D Stock Option (right to buy) 16.44 2024-03-11 4 D 0 8333 D 2026-06-13 Common Stock 8333 0 D Stock Option (right to buy) 35.64 2024-03-11 4 D 0 6249 D 2028-01-05 Common Stock 6249 0 D Stock Option (right to buy) 35.64 2024-03-11 4 D 0 3750 D 2028-01-05 Common Stock 3750 0 D Stock Option (right to buy) 42.12 2024-03-11 4 D 0 6250 D 2029-01-03 Common Stock 6250 0 D Stock Option (right to buy) 21.72 2024-03-11 4 D 0 20832 D 2029-06-21 Common Stock 20832 0 D Stock Option (right to buy) 16.08 2024-03-11 4 D 0 16666 D 2029-12-13 Common Stock 16666 0 D Stock Option (right to buy) 16.08 2024-03-11 4 D 0 12500 D 2029-12-13 Common Stock 12500 0 D Stock Option (right to buy) 26.40 2024-03-11 4 D 0 33962 D 2030-12-18 Common Stock 33962 0 D Stock Option (right to buy) 28.32 2024-03-11 4 D 0 30708 D 2031-01-04 Common Stock 30708 0 D Stock Option (right to buy) 11.44 2024-03-11 4 A 0 144137 A 2034-03-11 Common Stock 144137 144137 D Stock Option (right to buy) 11.44 2024-03-11 4 A 0 23843 A 2034-03-11 Common Stock 23843 23843 D On March 11, 2024, pursuant to the Issuer's option exchange program, the Issuer canceled certain eligible unexercised options granted to the Reporting Person with an exercise price greater than $15. In exchange, the Reporting Person received (i) in the case of the canceled options that were fully vested as of March 8, 2024, a grant of 144,137 stock options that will vest in two equal installments over a two-year period from March 11, 2024 (the "Grant Date") and (ii) in the case of the canceled options there were unvested as of March 8, 2024, a grant of 23,843 stock options that will vest as to 25% on the first anniversary of the Grant Date and as to an additional 6.25% 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, subject to the Reporting Person's continued service to the Issuer on the vesting date. The canceled option was granted on January 8, 2015 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. The canceled option was granted on November 9, 2015 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date, and vesting as to the remaining 50% of the shares underlying the option on the second anniversary of the grant date. The canceled option was granted on January 1, 2016 and provided for vesting as to 50% of the shares underlying the option on November 9, 2016, and vesting as to the remaining 50% of the shares underlying the option on November 9, 2017. The canceled option was granted on June 14, 2016 and provided for vesting as to 50% of the shares underlying the option upon satisfaction of a certain performance milestone met in June 2017, and vesting as to the remaining 50% of the shares underlying the option upon satisfaction of a certain performance milestone met in September 2017. The canceled option was granted on January 5, 2018 and provided for vesting as to 25% of the shares underlying the option on January 1, 2019 and, thereafter, vesting 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, 2022. The canceled option was granted on January 5, 2018 and provided for vesting based on the achievement of certain performance milestones which were met by June 30, 2018 and by March 31, 2019. The canceled option was granted on January 3, 2019 and provided for vesting as to 25% of the shares underlying the option on January 1, 2020 and, thereafter, vesting 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. The canceled option was granted on June 21, 2019 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. The canceled option was granted on December 13, 2019 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date and vesting 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 the second anniversary of the grant date. The canceled option was granted on December 13, 2019 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. The canceled option was granted on December 18, 2020 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. The canceled option was granted on December 15, 2021 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. /s/ Daniel Calkins, Attorney in Fact 2024-03-13