| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/08/2017 |
3. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [ VSTM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 500 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 03/04/2024 | Common Stock | 10,000 | 14.22 | D | |
| Stock Option (right to buy) | (2) | 02/02/2025 | Common Stock | 70,000 | 7.22 | D | |
| Stock Option (right to buy) | (3) | 11/09/2025 | Common Stock | 80,400 | 2.13 | D | |
| Stock Option (right to buy) | (4) | 01/01/2026 | Common Stock | 39,600 | 1.86 | D | |
| Stock Option (right to buy) | (5) | 06/14/2026 | Common Stock | 100,000 | 1.37 | D | |
| Stock Option (right to buy) | (6) | 01/09/2027 | Common Stock | 150,000 | 1.2 | D | |
| Explanation of Responses: |
| 1. 25% of this option vested on March 4, 2015 and 6.25% of this option vests at the end of each successive three-month period thereafter until March 4, 2018. |
| 2. 25% of this option vested on January 5, 2016 and 6.25% of this option vests at the end of each successive three-month period thereafter until January 5, 2019. |
| 3. 50% of this option vested on November 9, 2016 and 50% of this option vested on November 9, 2017. |
| 4. 50% of this option vested on November 9, 2016 and 50% of this option vested on November 9, 2017. |
| 5. On June 14, 2016, the Reporting Person was granted an option to purchase 100,000 shares of common stock. The option vests based on the Issuer's satisfaction of certain performance milestones by the end of June, 2017 and the end of June, 2018. 50% of the performance criteria was met on October 29, 2016, resulting in vesting of the option as to 50,000 shares and 50% of the performance criteria was met on September 19, 2017, resulting in the vesting of the option as to 50,000 shares. |
| 6. 25% of this option will vest on January 9, 2018 and 6.25% of this option will vest at the end of each successive three-month period thereafter until January 9, 2021. |
| Remarks: |
| Exhibit List Exhibit 24 - Limited Power of Attorney |
| /s/ Steven H. Bloom | 11/17/2017 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Robert Forrester, Dan Paterson and Joseph Chiapponi signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or stockholder of Verastem, Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID or any other application materials to enable the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned hereby grants 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 the undersigned might or could do if personally present, with full power of substitution 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. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of November, 2017.
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/s/ Steven H. Bloom |
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Signature |
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Steven H. Bloom |
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Print Name |