SEC FORM 3

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^*

Calkins Daniel

(Last)

(First)

(Middle)

C/O VERASTEM, INC.,

117 KENDRICK ST., SUITE 500

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Finance

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	99,837⁽¹⁾⁽²⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽³⁾	01/02/2029	Common Stock	7,583	$3.61	D
Stock Option (right to buy)	⁽⁴⁾	06/21/2029	Common Stock	10,000	$1.81	D
Stock Option (right to buy)	⁽⁵⁾	12/20/2029	Common Stock	20,000	$1.33	D
Stock Option (right to buy)	⁽⁶⁾	04/01/2030	Common Stock	10,000	$2.48	D
Stock Option (right to buy)	⁽⁷⁾	01/04/2031	Common Stock	9,000	$2.2	D
Stock Option (right to buy)	⁽⁸⁾	12/23/2031	Common Stock	22,500	$2.31	D
Stock Option (right to buy)	⁽⁹⁾	10/03/2032	Common Stock	52,500	$0.87	D

Explanation of Responses:

1. Includes 51,688 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest as follows: (i) 1,688 RSUs vest as to 11% of the underlying shares on January 4, 2023, and as to an additional 11% of such shares at the end of each successive three month period until January 4, 2025; (ii) 15,000 RSUs vest as to 25% of the underlying shares on December 23, 2022, and as to an additional 6.25% of the shares at the end of each successive three-month period until December 23, 2025; and (iii) 35,000 RSUs vest as to 25% of the underlying shares on September 19, 2023, and as to an additional 6.25% of the shares at the end of each successive three-month period thereafter until September 19, 2026.

2. 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 of other service provider to the Issuer on each such vesting date.

3. The options vested as to 20% of the shares on December 10, 2019 and vest as to an additional 5.0% at the end of each successive three-month period thereafter until December 10, 2023 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

4. The options vested as to 50% of the shares on June 21, 2020 and as to an additional 12.5% at the end of each successive three-month period thereafter until June 21, 2021 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

5. The options vested as to 25% of the shares on December 20, 2020 and vest as to an additional 6.25% at the end of each successive three-month period thereafter until December 20, 2023 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

6. The options vested as to 25% of the shares on March 9, 2021 and vest as to an additional 6.25% at the end of each successive three-month period thereafter until March 9, 2024 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

7. The options vested as to 25% of the shares on January 4, 2022 and vest as to an additional 6.25% at the end of each successive three-month period thereafter until January 4, 2025 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

8. The options vest as to 25% of the shares on December 23, 2022 and vest as to an additional 6.25% at the end of each successive three-month period thereafter until December 23, 2025 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

9. The options vest as to 25% of the shares on September 19, 2023 and vest as to an additional 6.25% at the end of each successive three-month period thereafter until September 19, 2026 (with the number of shares vesting on each vesting date rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest), provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date.

Remarks:

Exhibit List Exhibit 24 -Power of Attorney

	/s/ Daniel Calkins	11/08/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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