Robert E. Gagnon - Dec 13, 2022 Form 3 Insider Report for Verastem, Inc. (VSTM)

Role
Director
Signature
/s/ Daniel Calkins, Attorney-in-Fact
Stock symbol
VSTM
Transactions as of
Dec 13, 2022
Transactions value $
$0
Form type
3
Date filed
12/15/2022, 04:22 PM
Previous filing
Sep 21, 2022
Next filing
Dec 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VSTM Common Stock 589K Dec 13, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 350K $9.43 Direct F2
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 50K $3.51 Direct F3
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 50K $3.51 Direct F4
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 250K $1.81 Direct F5
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 125K $1.34 Direct F6
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 125K $1.34 Direct F7
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 204K $2.20 Direct F8
holding VSTM Stock Option (right to buy) Dec 13, 2022 Common Stock 302K $2.36 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 186,708 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest as follows: (i) 38,208 RSUs vest as to 11.1% of the underlying shares on December 18, 2022, and as to an additional 11.1% of such shares at the end of each successive three month period until December 18, 2024; and (ii) 148,500 RSUs vest as to 25% of the underlying shares on December 15, 2022, and as to an additional 6.25% of the shares at the end of each successive three-month period until December 15, 2025. In each case the number of shares vesting on each vesting date is rounded down to the nearest whole share, except with respect to the final vesting date on which all remaining unvested shares shall vest, and in each case provided that the Reporting Person continues to serve as an employee, director, or other service provider to the Issuer on each such vesting date.
F2 The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
F3 The option vested as to 25% of the shares underlying the option on January 1, 2020 and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2023.
F4 The option vests as to: (a) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $10.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, (b) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $15.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, and (c) 20% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $20.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days.
F5 The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 12.5% of the shares underlying the option on each successive three month period after such date until the second anniversary of the grant date.
F6 The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and vested as to 12.5% of the shares underlying the option at the end of each successive three-month period following the first anniversary of grant date until second anniversary of the grant date.
F7 The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
F8 The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
F9 The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

Remarks:

Exhibit List Exhibit 24 -Power of Attorney