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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Verastem, Inc.

(Name of Issuer)

 

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 

 

92337C104

(CUSIP Number)

 

 

December 31, 2019

Date of Event Which Requires Filing of the Statement

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 92337C104 13G/A Page 2 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

6,194,920 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.7%1

 

12.

 

 

TYPE OF REPORTING PERSON

IA; OO; HC

       

 

1The percentages reported in this Schedule 13G/A are based upon approximately 80,531,477 shares of common stock outstanding comprised of (i) 74,349,659 shares of common stock outstanding as of October 30, 2019 (according to the issuer’s Form 10-Q as filed with the Securities and Exchange Commission on October 30, 2019), and (ii) approximately 6,181,818 shares issuable upon conversion of certain convertible bonds held by affiliates of the Reporting Persons.

 

 

 

 

CUSIP No. 92337C104 13G/A Page 3 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors Holdings LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

6,194,920 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.7%

 

12.

 

 

TYPE OF REPORTING PERSON

PN; HC

       

 

 

 

 

CUSIP No. 92337C104 13G/A Page 4 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

6,194,920 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.7%

 

12.

 

 

TYPE OF REPORTING PERSON

OO; HC

       

 

 

 

 

CUSIP No. 92337C104 13G/A Page 5 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Securities LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

257,067 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

 

12.

 

 

TYPE OF REPORTING PERSON

BD, OO

       

 

 

 

 

CUSIP No. 92337C104 13G/A Page 6 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CALC IV LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

257,067 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

 

12.

 

 

TYPE OF REPORTING PERSON

PN; HC

       

 

 

 

 

CUSIP No. 92337C104 13G/A Page 7 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Securities GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

257,067 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

 

12.

 

 

TYPE OF REPORTING PERSON

OO; HC

       

 

 

 

 

CUSIP No. 92337C104 13G/A Page 8 of 14 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      ¨

(b)    ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

6,451,987 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.0%

 

12.

 

 

TYPE OF REPORTING PERSON

IN; HC

       

 

 

 

 

CUSIP No. 92337C104 13G/A Page 9 of 14 Pages

 

Item 1(a)Name of Issuer

Verastem, Inc.

 

Item 1(b)Address of Issuer’s Principal Executive Offices
117 Kendrick Street, Suite 500, Needham, MA 02494.

 

Item 2(a)Name of Person Filing
This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to shares of common stock (and options and other securities exercisable for, or convertible into, common stock) of the above-named issuer owned by Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEFL”), Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands limited company (“CM”), and Citadel Securities.

 

Citadel Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CSGP is the general partner of CALC4. CALC4 is the non-member manager of Citadel Securities. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office

The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

 

Item 2(c)Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

 

Item 2(d)Title of Class of Securities

Common stock, par value $0.0001 per share

 

Item 2(e)CUSIP Number
92337C104

 

 

 

 

CUSIP No. 92337C104 13G/A Page 10 of 14 Pages

 

Item 3If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

 

 

CUSIP No. 92337C104 13G/A Page 11 of 14 Pages

 

Item 4Ownership

 

A.Citadel Advisors LLC

 

(a)

Citadel Advisors may be deemed to beneficially own 6,194,920 shares of common stock.

 

(b)The number of shares that Citadel Advisors may be deemed to beneficially own constitutes approximately 7.7% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 6,194,920

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 6,194,920

 

B.Citadel Advisors Holdings LP and Citadel GP LLC

 

(a)Each of Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 6,194,920 shares of common stock.

 

(b)The number of shares that each of Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes approximately 7.7% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 6,194,920

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 6,194,920

 

C.Citadel Securities LLC

 

(a)Citadel Securities LLC may be deemed to beneficially own 257,067 shares of common stock.

 

(b)The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes approximately 0.3% of the common stock outstanding.

 

 

 

 

CUSIP No. 92337C104 13G/A Page 12 of 14 Pages

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 257,067

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 257,067

 

D.CALC IV LP and Citadel Securities GP LLC

 

(a)Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 257,067 shares of common stock.

 

(b)The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes approximately 0.3% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 257,067

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 257,067

 

E.Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 6,451,987 shares of common stock.

 

(b)The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 8.0% of the common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 6,451,987

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 6,451,987

 

 

 

 

CUSIP No. 92337C104 13G/A Page 13 of 14 Pages

 

Item 5Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

 

Item 8Identification and Classification of Members of the Group

Not Applicable

 

Item 9Notice of Dissolution of Group

Not Applicable

 

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 92337C104 13G/A Page 14 of 14 Pages

  

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 14th day of February, 2020.

  

CITADEL SECURITIES LLC   CITADEL ADVISORS LLC
     
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
     
     
CALC IV LP   CITADEL ADVISORS HOLDINGS LP
     
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
     
     
CITADEL SECURITIES GP LLC   CITADEL GP LLC
     
By: /s/ Guy Miller   By: /s/ David Glockner
  Guy Miller, Authorized Signatory     David Glockner, Authorized Signatory
         
         
      KENNETH GRIFFIN
         
      By: /s/ David Glockner
        David Glockner, attorney-in-fact*

 

 

*David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.