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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHP III LP
(Last) (First) (Middle)
C/O CARDINAL PARTNERS
230 NASSAU STREET
(Street)
PRINCETON NJ 08542
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [ VSTM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/27/2012 P(1) 6,193 A $7.87(2) 2,240,319 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
2. Represents a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $7.70 to $8.00, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
3. CHP III Management, L.L.C.(the "GP") is the sole General Partner of CHP III, L.P. John K. Clarke, Brandon H. Hull, Charles G. Hadley and John J. Park (collectively, the "Managing Members") are Managing Members of the GP, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of CHP III, L.P. (the "CHP III Shares"). Each of the GP and the Managing Members disclaims beneficial ownership of the CHP III Shares, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit 24 - Power of Attorney
/s/ John J. Park 12/19/2012
** 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 4 (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
                                                                      ----------



                               POWER OF ATTORNEY

      Know  all by these presents, that the person whose signature appears below
hereby  revokes  all  powers  of  attorney relating to the following matters and
constitutes  and  appoints  John  R.  Pitfield  and  Andrea Migliorelli, signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1)   execute  for  and  on  behalf  of  the  undersigned,  Forms 3, 4, and 5 in
      accordance  with  Section 16(a) of the Securities Exchange Act of 1934 and
      the rules thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned which
      may  be necessary or desirable to complete and execute any such Form 3, 4,
      or 5, complete and execute any amendment or amendments thereto, and timely
      file  such  form with the United States Securities and Exchange Commission
      and 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 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,
any  of  the  undersigned's  responsibilities  to  comply with Section 16 of the
Securities Exchange Act of 1934.

      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, 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 December 19, 2012.

                                               CHP III, L.P.

                                               by: CHP III Management, L.L.C
                                               its general partner


                                               By:   /s/ John J. Park
                                                     -----------------------
                                                     John J. Park
                                                     Managing Member