SEC Form 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Ridgeback Capital Investments L.P. (Last) (First) (Middle) 500 SOUTH POINTE DRIVE SUITE 220 (Street) MIAMI FL 33139 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2020	3. Issuer Name and Ticker or Trading Symbol Verastem, Inc. [ VSTM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	4,553,092	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
5% Convertible Senior Second Lien Notes due 2048	01/14/2020	11/01/2048	Common Stock	$9,100,000	1.65	D(1)

1. Name and Address of Reporting Person* Ridgeback Capital Investments L.P. (Last) (First) (Middle) 500 SOUTH POINTE DRIVE SUITE 220 (Street) MIAMI FL 33139 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ridgeback Capital Investments Ltd. (Last) (First) (Middle) 500 SOUTH POINTE DRIVE SUITE 220 (Street) MIAMI FL 33139 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ridgeback Capital Management LP (Last) (First) (Middle) 500 SOUTH POINTE DRIVE SUITE 220 (Street) MIAMI FL 33139 (City) (State) (Zip)

Explanation of Responses:

1. Ridgeback Capital Investments L.P. owns all of the securities reported herein directly. Ridgeback Capital Investements Ltd. is the general partner of Ridgeback Capital Investments L.P. Pursuant to an investment management agreement, Ridgeback Capital Management LP maintains investment and voting power with respect to the securities held or controlled by Ridgeback Capital Invesetments Ltd. Wayne Holman, an individual, controls Ridgeback Capital Management LP. Ridgeback Capital Management LP, Ridgeback Capital Investments Ltd. and Wayne Holman do not own any securities reported herein directly and disclaim beneficial ownership of any of the securities covered by this statement, except to the extnt of any pecuniary interest therein.

Remarks:

	/s/ Bud Holman, Authorized Signatory	01/21/2020
	** 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.