0000904454-19-000024.txt : 20190107 0000904454-19-000024.hdr.sgml : 20190107 20190107164327 ACCESSION NUMBER: 0000904454-19-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190103 FILED AS OF DATE: 20190107 DATE AS OF CHANGE: 20190107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forrester Robert CENTRAL INDEX KEY: 0001319890 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 19513801 MAIL ADDRESS: STREET 1: C/O COMBINATORX, INCORPORATED STREET 2: 245 FIRST STREET, 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 edgar.xml PRIMARY DOCUMENT X0306 4 2019-01-03 0001526119 Verastem, Inc. VSTM 0001319890 Forrester Robert C/O VERASTEM, INC. 117 KENDRICK STREET, SUITE 500 NEEDHAM MA 02494 1 1 0 0 President and CEO Stock Option (Right to Buy) 3.51 2019-01-03 4 A 0 240000 0 A 2029-01-03 Common Stock 240000 240000 D Stock Option (Right to Buy) 3.51 2019-01-03 4 A 0 240000 0 A 2029-01-03 Common Stock 240000 240000 D The option vests as to 25% of the shares on the first anniversary of January 1, 2019 (the "Commencement Date") and as to an additional 6.25% of the shares at the end of each successive three-month period following the first anniversary of the Commencement Date until the fourth anniversary of the Commencement Date (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. The option vests as to: (a) 40% of the shares upon the date on which the closing price per share of the common stock is at least $10.00 on at least 20 (whether or not consecutive) of the prior 30 trading days, (b) 40% of the shares shall vest upon the date on which the closing price per share of the common stock is at least $15.00 on at least 20 (whether or not consecutive) of the prior 30 trading days, and (c) 20% of the shares shall vest upon the date on which the closing price per share of the common stock is at least $20.00 on at least 20 (whether or not consecutive) of the prior 30 trading days, provided that the Reporting Person continues to serve as an employee of or other service provider to the Issuer on each such vesting date. Exhibit List - Exhibit 24 - Limited Power of Attorney /s/ Sean Flynn, attorney-in-fact 2019-01-07 EX-24 2 poa_forrester-010319.htm LIMITED POWER OF ATTORNEY BY ROBERT FORRESTER FOR VERASTEM, INC.
Exhibit 24
POWER OF ATTORNEY
I, Robert Forrester, hereby authorize and designate each of Sean Flynn, Robert Gagnon and Peter Pellegrino, signing singly, as my true and lawful attorney-in-fact to:
(1) execute for and on my behalf, in my capacity as an officer of Verastem, Inc. (the "Company"), Form ID and Forms 3, 4 and 5, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder;
(2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitutes or revocation, hereby ratifying and confirming all that such attorney-in fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney terminates and replaces that certain Power of Attorney dated June 13, 2017.
This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 11th day of December, 2018.
 
/s/ Robert Forrester
  
 
Robert Forrester