UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
| Verastem, Inc. |
(Name of Issuer)
| Common Stock |
(Title of Class of Securities)
| 92337C104 |
(CUSIP Number)
| Luke B. Evnin MPM Asset Management The John Hancock Tower 200 Clarendon Street, 54th Floor Boston, MA 02116 Telephone: (617) 425-9200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| June 19, 2013 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
994,702 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
994,702 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
994,702 | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.7%(2) | |||||
| 14. |
Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This schedule is filed by MPM BioVentures V, L.P. (“BV V”), MPM Asset Management Investors BV5 LLC (“AM LLC”), MPM BioVentures V GP LLC (“BV V GP”), MPM BioVentures V LLC (“BV V LLC”) (collectively, the “MPM Entities”) and Ansbert Gadicke, Luke Evnin, Todd Foley, James Paul Scopa, Vaughn Kailian and John Vander Vort (collectively, the “Listed Persons” and together with the MPM Entities, the “Filing Persons”). The Listed Persons are members of BV V LLC and AM LLC. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 2
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM Asset Management Investors BV5 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
38,631 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
38,631 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
38,631 | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
0.2%(2) | |||||
| 14. |
Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 3
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures V GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
994,702(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
994,702(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
994,702(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.7%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Represents shares of Common Stock held by BV V. BV V GP and BV V LLC are the direct and indirect general partners of BV V. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 4
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
MPM BioVentures V LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 5
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 6
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 7
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 8
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
James Paul Scopa | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 9
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Vaughn M. Kailian | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 10
| CUSIP No. 92337C104 |
| 1. |
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
John Vander Vort | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,033,333(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,033,333(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,033,333(2) | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%(3) | |||||
| 14. |
Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This Schedule is filed by the MPM Entities and the Listed Persons. The MPM Entities and the Listed Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 994,702 shares of Common Stock held by BV V and 38,631 shares of Common Stock held by AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. The Reporting Person is a member of BV V LLC. |
| (3) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
Page 11
This Amendment No. 1 to Schedule 13D (this “Schedule 13D”) amends and supplements the Schedule 13D previously filed by the undersigned with the Securities and Exchange Commission on February 10, 2012 (as amended, the “Original Schedule 13D”). This Schedule 13D/A is being filed to report the open market sales of shares of common stock of Verastem, Inc. (the “Issuer”) by the MPM Entities.
All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby further amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
The MPM Entities sold an aggregate of 1,000,000 shares of Common Stock in open market transactions from January 7, 2013 through July 8, 2013 for aggregate proceeds of $13,122,040.
| Item 5. | Interest in Securities of the Issuer |
“Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b) The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons is provided as of July 8, 2013:
| Reporting Person |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
|||||||||||||||||||||
| BV V |
994,702 | 994,702 | 0 | 994,702 | 0 | 994,702 | 4.7 | % | ||||||||||||||||||||
| AM LLC |
38,631 | 38,631 | 0 | 38,631 | 0 | 38,631 | 0.2 | % | ||||||||||||||||||||
| BV V GP(2) |
0 | 0 | 994,702 | 0 | 994,702 | 994,702 | 4.7 | % | ||||||||||||||||||||
| BV V LLC(3) |
0 | 0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | ||||||||||||||||||||
| Ansbert Gadicke(4) |
0 | 0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | ||||||||||||||||||||
| Luke Evnin(4) |
0 | 0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | ||||||||||||||||||||
| Todd Foley(4) |
0 | 0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | ||||||||||||||||||||
| James Paul Scopa(4) |
0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | |||||||||||||||||||||
| Vaughn Kailian(4) |
0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | |||||||||||||||||||||
| John Vander Vort(4) |
0 | 0 | 1,033,333 | 0 | 1,033,333 | 1,033,333 | 4.9 | % | ||||||||||||||||||||
| (1) | This percentage is calculated based upon 21,289,319, shares of the Issuer’s common stock outstanding on April 30, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2013. |
| (2) | Includes securities held by BV V. BV V GP and BV V LLC are the direct and indirect general partners of BV V. |
| (3) | Includes securities held by BV V and AM LLC. BV V GP and BV V LLC are the direct and indirect general partners of BV V and BV V LLC is the manager of AM LLC. |
| (4) | Includes securities held by BV V and AM LLC. The Reporting Person is a member of BV V LLC. |
Page 12
| (c) | The Reporting Persons sold the following shares of Common Stock in the open market in the sixty days preceding the date of this filing: |
| Date of Sale |
Sold by MPM BV V |
Sold By AM LLC |
Price Per Share |
|||||||||
| 6/13/2013 |
33,577 | 1,305 | $ | 11.12 | ||||||||
| 6/14/2013 |
12,514 | 486 | $ | 11.13 | ||||||||
| 6/17/2013 |
21,177 | 823 | $ | 11.12 | ||||||||
| 6/18/2013 |
20,729 | 805 | $ | 11.70 | ||||||||
| 6/19/2013 |
40,429 | 1,571 | $ | 12.24 | ||||||||
| 6/20/2013 |
16,364 | 636 | $ | 12.33 | ||||||||
| 6/21/2013 |
13,476 | 524 | $ | 12.58 | ||||||||
| 6/24/2013 |
24,807 | 964 | $ | 12.44 | ||||||||
| 6/25/2013 |
11,661 | 453 | $ | 12.58 | ||||||||
| 6/26/2013 |
67,484 | 2,621 | $ | 13.28 | ||||||||
| 6/27/2013 |
96,260 | 3,740 | $ | 13.59 | ||||||||
| 6/28/2013 |
74,482 | 2,894 | $ | 13.87 | ||||||||
| 7/1/2013 |
21,177 | 823 | $ | 14.15 | ||||||||
| 7/2/2013 |
19,252 | 748 | $ | 14.24 | ||||||||
| 7/3/2013 |
8,663 | 337 | $ | 14.08 | ||||||||
| 7/5/2013 |
30,802 | 1,198 | $ | 14.51 | ||||||||
| 7/8/2013 |
14,783 | 574 | $ | 14.68 | ||||||||
| 7/8/2013 |
343,648 | 13,352 | $ | 14.00 | ||||||||
The information provided and incorporated by reference in Item 3 and Item 6 is hereby incorporated by reference in this Item 5.
(d) Not applicable.
(e) On July 8, 2013, the Reporting Persons ceased to be beneficial owners of more than 5% of the issued and outstanding Common Stock of the Company. The reporting obligations of the Reporting Persons with respect to the Common Stock pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder are therefore terminated.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Original Schedule 13D is hereby supplemented by adding the following in appropriate order:
C. Agreement regarding filing of joint Schedule 13D/A.
Page 13
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: July 15, 2013 | ||
| MPM BIOVENTURES V GP LLC | ||
| By: | MPM BioVentures V LLC, its Managing Member | |
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| MPM BIOVENTURES V LLC | ||
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| MPM BIOVENTURES V, L.P. | ||
| By: | MPM BioVentures V GP LLC, its General Partner | |
| By: | MPM BioVentures V LLC, its Managing Member | |
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| MPM ASSET MANAGEMENT INVESTORS BV5 LLC | ||
| By: | MPM BioVentures V LLC | |
| Its: Manager | ||
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| By: | /s/ Luke B. Evnin | |
| Name: | Luke Evnin | |
| By: | /s/ Todd Foley | |
| Name: | Todd Foley | |
Page 14
| By: | /s/ James Paul Scopa | |
| Name: | James Paul Scopa | |
| By: | /s/ Vaughn M. Kailian | |
| Name: | Vaughn M. Kailian | |
| By: | /s/ John Vander Vort | |
| Name: | John Vander Vort | |
Page 15
Exhibit Index
| C. | Agreement regarding filing of joint Schedule 13D. |
Page 16
Exhibit C
Joint Filing Statement
I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Verastem, Inc. is filed on behalf of each of the undersigned.
Date: July 15, 2013
| MPM BIOVENTURES V GP LLC | ||
| By: MPM BioVentures V LLC, its Managing Member | ||
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| MPM BIOVENTURES V LLC | ||
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| MPM BIOVENTURES V, L.P. | ||
| By: | MPM BioVentures V GP LLC, its General Partner | |
| By: | MPM BioVentures V LLC, its Managing Member | |
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| MPM ASSET MANAGEMENT INVESTORS BV5 LLC | ||
| By: | MPM BioVentures V LLC | |
| Its: Manager | ||
| By: | /s/ Luke B. Evnin | |
| Name: | Luke B. Evnin | |
| Title: | Member | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
| By: | /s/ Luke B. Evnin | |
| Name: | Luke Evnin | |
Page 17
| By: | /s/ Todd Foley | |
| Name: | Todd Foley | |
| By: | /s/ James Paul Scopa | |
| Name: | James Paul Scopa | |
| By: | /s/ Vaughn M. Kailian | |
| Name: | Vaughn M. Kailian | |
| By: | /s/ John Vander Vort | |
| Name: | John Vander Vort | |
Page 18