0001104659-20-078076.txt : 20200629 0001104659-20-078076.hdr.sgml : 20200629 20200629182945 ACCESSION NUMBER: 0001104659-20-078076 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200625 FILED AS OF DATE: 20200629 DATE AS OF CHANGE: 20200629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 20998473 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA Capital Healthcare Fund LP CENTRAL INDEX KEY: 0001315082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 20998474 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6177782500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA Capital Biotech Fund LP DATE OF NAME CHANGE: 20050121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kolchinsky Peter CENTRAL INDEX KEY: 0001384859 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 20998475 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shah Rajeev M. CENTRAL INDEX KEY: 0001619841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 20998476 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verastem, Inc. CENTRAL INDEX KEY: 0001526119 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] 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 tm2023698-1_4.xml OWNERSHIP DOCUMENT X0306 4 2020-06-25 1 0001526119 Verastem, Inc. VSTM 0001346824 RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001315082 RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001384859 Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001619841 Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2020-06-25 4 S 0 1161300 1.9116 D 16142051 I See Footnote This transaction was executed in multiple trades at prices ranging from $1.86 to $1.97; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. Following the reported transaction, the RA Capital Healthcare Fund, L.P. (the "Fund") held 13,810,611 shares and a separately managed account (the "Account") held 2,331,440 shares. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2). The filing of this Form 4 shall not be construed as an admission that either the Adviser, the Adviser GP, Dr. Kolchinsky, or Mr. Shah is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities held in the Account. /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 2020-06-29 /s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2020-06-29 /s/ Peter Kolchinsky, individually 2020-06-29 /s/ Rajeev Shah, individually 2020-06-29