Verastem Form 4: CEO Paterson’s Minor 335-Share Tax Sale

Rhea-AI Filing Summary

Verastem, Inc. (VSTM) Form 4 filing: On 06/16/2025, President & CEO and director Dan Paterson reported the sale of 335 shares of Verastem common stock at $5.65 per share. The transaction code “S” indicates an open-market sale, but the footnote clarifies that the shares were sold solely to satisfy statutory tax-withholding obligations arising from recently vested restricted stock units (RSUs).

Following the small disposition, Paterson’s direct ownership stands at 461,647 shares. The sale represents less than 0.1 % of his post-transaction holdings, suggesting no meaningful change in his economic exposure to the company. No derivative security transactions were reported, and there were no indications of additional sales or purchases under a Rule 10b5-1 trading plan. Overall, the filing signals routine administrative activity rather than a strategic shift in insider sentiment.

Insights

Financial Analyst

TL;DR – Routine tax-withholding sale; immaterial to VSTM’s valuation.

The Form 4 discloses that CEO Dan Paterson disposed of only 335 shares to cover RSU tax obligations. Post-sale ownership of 461,647 shares remains essentially unchanged, implying continued alignment with shareholders. Because the transaction is small (<$2 k in value) and not motivated by portfolio rebalancing, it does not alter the insider-ownership profile or raise red flags about management’s outlook. I view the filing as neutral with negligible market impact.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Paterson Dan

(Last) (First) (Middle)

C/O VERASTEM, INC.,

117 KENDRICK ST., SUITE 500

(Street)

NEEDHAM MA 02494

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S		335(1)	D	$5.65	461,647	D

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 sale reported on this Form 4 represents shares sold by the Reporting Person to satisfy statutory withholding requirements in connection with the vesting of restricted stock units.

	/s/ Daniel Calkins, Attorney in Fact	06/20/2025
	** 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.

FAQ

How many Verastem (VSTM) shares did CEO Dan Paterson sell on 06/16/2025?

He sold 335 common shares.

What was the sale price for the VSTM shares reported in the Form 4?

The reported price was $5.65 per share.

Why were the shares sold according to the Form 4 footnote?

The sale was made to satisfy statutory tax-withholding requirements related to RSU vesting.

How many VSTM shares does the CEO own after the transaction?

After the sale, Dan Paterson directly owns 461,647 shares.

Does the transaction indicate a change in insider sentiment toward VSTM?

Given the small size and tax-withholding purpose, the filing is viewed as routine and not sentiment-driven.