0001104659-24-034037.txt : 20240313 0001104659-24-034037.hdr.sgml : 20240313 20240313181129 ACCESSION NUMBER: 0001104659-24-034037 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: Calkins Daniel CENTRAL INDEX KEY: 0001951861 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35403 FILM NUMBER: 24747292 MAIL ADDRESS: STREET 1: C/O VERASTEM, INC. STREET 2: 117 KENDRICK STREET, SUITE 500 CITY: NEEDHAM STATE: MA ZIP: 02494 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 tm248737-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-11 0 0001526119 Verastem, Inc. VSTM 0001951861 Calkins Daniel C/O VERASTEM, INC., 117 KENDRICK ST., SUITE 500 NEEDHAM MA 02494 0 1 0 0 Chief Financial Officer 0 Stock Option (right to buy) 43.32 2024-03-11 4 D 0 631 D 2029-01-02 Common Stock 631 0 D Stock Option (right to buy) 21.72 2024-03-11 4 D 0 833 D 2029-06-21 Common Stock 833 0 D Stock Option (right to buy) 15.96 2024-03-11 4 D 0 1666 D 2029-12-20 Common Stock 1666 0 D Stock Option (right to buy) 29.76 2024-03-11 4 D 0 833 D 2030-04-01 Common Stock 833 0 D Stock Option (right to buy) 26.40 2024-03-11 4 D 0 750 D 2031-01-04 Common Stock 750 0 D Stock Option (right to buy) 27.72 2024-03-11 4 D 0 1875 D 2031-12-23 Common Stock 1875 0 D Stock Option (right to buy) 11.44 2024-03-11 4 A 0 5413 A 2034-03-11 Common Stock 5413 5413 D Stock Option (right to buy) 11.44 2024-03-11 4 A 0 1175 A 2034-03-11 Common Stock 1175 1175 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 5,413 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 1,175 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 2, 2019 and provided for vesting as to 20% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 5.0% 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 fifth anniversary of the grant date. 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 20, 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 April 1, 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 after such date until the fourth anniversary of the grant date. The canceled option was granted on January 4, 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 after such date until the fourth anniversary of the grant date. The canceled option was granted on December 23, 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 after such date until the fourth anniversary of the grant date. /s/ Daniel Calkins 2024-03-13