Sec Form 4 Filing - Calkins Daniel @ Verastem, Inc. - 2024-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Calkins Daniel 2. Issuer Name and Ticker or Trading Symbol Verastem, Inc. [ VSTM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O VERASTEM, INC.,, 117 KENDRICK ST., SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2024 (Street) NEEDHAM, MA02494 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 43.32 03/11/2024 D 631 ( 2 ) 01/02/2029 Common Stock 631 ( 1 ) 0 D Stock Option (right to buy) $ 21.72 03/11/2024 D 833 ( 3 ) 06/21/2029 Common Stock 833 ( 1 ) 0 D Stock Option (right to buy) $ 15.96 03/11/2024 D 1,666 ( 4 ) 12/20/2029 Common Stock 1,666 ( 1 ) 0 D Stock Option (right to buy) $ 29.76 03/11/2024 D 833 ( 5 ) 04/01/2030 Common Stock 833 ( 1 ) 0 D Stock Option (right to buy) $ 26.4 03/11/2024 D 750 ( 6 ) 01/04/2031 Common Stock 750 ( 1 ) 0 D Stock Option (right to buy) $ 27.72 03/11/2024 D 1,875 ( 7 ) 12/23/2031 Common Stock 1,875 ( 1 ) 0 D Stock Option (right to buy) $ 11.44 03/11/2024 A 5,413 ( 1 ) 03/11/2034 Common Stock 5,413 ( 1 ) 5,413 D Stock Option (right to buy) $ 11.44 03/11/2024 A 1,175 ( 1 ) 03/11/2034 Common Stock 1,175 ( 1 ) 1,175 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Calkins Daniel C/O VERASTEM, INC., 117 KENDRICK ST., SUITE 500 NEEDHAM, MA02494 Chief Financial Officer Signatures /s/ Daniel Calkins 03/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 11, 2024, pursuant to the Issuer's option exchange program, the Issuer canceled certain eligible unexercised options granted to the Reporting Person with an exercise price greater than $15. In exchange, the Reporting Person received (i) in the case of the canceled options that were fully vested as of March 8, 2024, a grant of 5,413 stock options that will vest in two equal installments over a two-year period from March 11, 2024 (the "Grant Date") and (ii) in the case of the canceled options there were unvested as of March 8, 2024, a grant of 1,175 stock options that will vest as to 25% on the first anniversary of the Grant Date and as to an additional 6.25% 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, subject to the Reporting Person's continued service to the Issuer on the vesting date. ( 2 )The canceled option was granted on January 2, 2019 and provided for vesting as to 20% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 5.0% 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 fifth anniversary of the grant date. ( 3 )The canceled option was granted on June 21, 2019 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. ( 4 )The canceled option was granted on December 20, 2019 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. ( 5 )The canceled option was granted on April 1, 2020 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. ( 6 )The canceled option was granted on January 4, 2021 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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. ( 7 )The canceled option was granted on December 23, 2021 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting 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.

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