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Filing Details

Accession Number:: 0001181431-12-005753
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-02-03 16:28:55
Reporting Period:: 2012-02-01

Filing Date:: 2012-02-03
Accepted Time:: 2012-02-03 16:28:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1526119	Verastem Inc.	VSTM	Pharmaceutical Preparations (2834)	273269467

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1407577	L.p. Institutional Vii Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1459524	Bvp Vii Special Opportunity Fund Lp	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1494127	Deer Management Co. Llc	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1534338	L.p. Vii Partners Venture Bessemer	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1540726	Deer Vii & Co. Ltd.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No
1540731	Deer Vii & Co. L.p.	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-02-01	100,000	$10.00	100,000	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2012-02-01	1,142,857	$0.00	1,242,857	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2012-02-01	714,285	$0.00	1,957,142	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2012-02-01	38,095	$0.00	1,995,237	No	4	C	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2012-02-01	4,000,000	$0.00	1,142,857	$0.00
Common Stock	Series B Preferred Stock	Disposition	2012-02-01	2,500,000	$0.00	714,285	$0.00
Common Stock	Series C Preferred Stock	Disposition	2012-02-01	133,333	$0.00	38,095	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

In connection with the closing of the initial public offering of the Issuer on February 1, 2012, Bessemer Venture Partners VII L.P. ("Bessemer VII") purchased 32,000 shares, Bessemer Venture Partners VII Institutional L.P. ("Bessemer VII Institutional") purchased 14,000 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII," and together with Bessemer VII and Bessemer VII Institutional, the "Funds") purchased 54,000 shares (collectively, the "IPO Shares").
Following the conversion of the Series A Preferred Stock reported on Table II of this report and prior to the acquisition of the IPO Shares, Bessemer VII owned 365,714 shares. Bessemer VII Institutional owned 160,000 shares. BVP VII owned 617,143 shares.
Following the conversion of the Series B Preferred Stock reported on Table II of this report and prior to the acquisition of the IPO Shares, Bessemer VII owned 228,571 shares. Bessemer VII Institutional owned 100,000 shares. BVP VII owned 385,714 shares.
Following the conversion of the Series C Preferred Stock reported on Table II of this report and prior to the acquisition of the IPO Shares, Bessemer VII owned 12,191 shares. Bessemer VII Institutional owned 5,333 shares. BVP VII owned 20,571 shares.
These securities are shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Issuer (collectively, the "Preferred Shares"), are convertible at any time at the holder's election and do not have an expiration date. At the closing of the Issuer's initial public offering on February 1, 2012, the Preferred Shares converted at a ratio of 3.5-to-1 into shares of common stock.
Bessemer VII owned 1,280,000 shares. Bessemer VII Institutional owned 560,000 shares. BVP VII owned 2,160,000 shares.
Bessemer VII owned 800,000 shares. Bessemer VII Institutional owned 350,000 shares. BVP VII owned 1,350,000 shares.
Bessemer VII owned 42,667 shares. Bessemer VII Institutional owned 18,667 shares. BVP VII owned 71,999 shares.
Deer VII & Co. L.P. ("Deer VII") is the general partner of each of the Funds. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII. Deer Management Co. LLC ("Deer Management") is the management company affiliate of the Funds. The Funds, together with Deer VII, Deer Ltd. and Deer Management, are the "Bessemer Entities." Deer VII disclaims beneficial ownership of the shares of common stock reported herein (the "Common Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares by virtue of its general partner interests in the Funds.(Continued in Footnote 10)
Deer Ltd. disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares, except to the extent of its pecuniary interest, if any, in the Common Shares by virtue of its general partner interest in Deer VII. Deer Management disclaims beneficial ownership of the Common Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Common Shares.
Stephen Kraus, an employee of Deer Management, serves as the representative of the Bessemer Entities on the Issuer's board of directors.