Foresite Capital Fund VI LP and related reporting persons report beneficial ownership of 3,146,631 shares of Verastem, Inc. common stock, representing 3.6% of the class. The percentage is calculated using 87,873,639 shares outstanding as of May 4, 2026, per the issuer's Form 10-Q.
The filing is an amendment to a Schedule 13G filed jointly by Foresite Capital Fund VI LP, Foresite Capital Management VI LLC and James B. Tananbaum and describes voting and dispositive power attributable through the fund and its general partner.
Positive
None.
Negative
None.
Insights
Minor passive stake disclosed with delegated voting/dispositive authority.
The filing lists 3,146,631 shares held by Foresite Capital Fund VI LP, with sole voting and dispositive power attributed via Foresite Capital Management VI LLC and Mr. Tananbaum. The ownership equals 3.6% of the issuer based on 87,873,639 shares outstanding as of May 4, 2026.
Disclosure indicates joint filing and internal attribution rules; cash‑flow treatment or plans to trade are not stated in the excerpt. Subsequent filings would report any change in percent or voting status.
Key Figures
Shares owned:3,146,631 sharesPercent of class:3.6%Shares outstanding:87,873,639 shares
3 metrics
Shares owned3,146,631 sharesBeneficially owned by Foresite Capital Fund VI LP
Percent of class3.6%Calculated using shares outstanding as of <date>May 4, 2026</date>
Shares outstanding87,873,639 sharesOutstanding common stock of Verastem, Inc. as of <date>May 4, 2026</date>
Key Terms
beneficially owned, sole voting power, Schedule 13G/A, Agreement of Joint Filing
4 terms
beneficially ownedregulatory
"Amount beneficially owned: See Row 4 of cover page for each Reporting Person."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting powergovernance
"Sole Voting Power 3,146,631.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Schedule 13G/Aregulatory
"This Schedule is filed by Foresite Capital Fund VI LP, ..."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Agreement of Joint Filinglegal
"The undersigned hereby agree that a single (or any amendment thereto) relating to the Common Stock shall be filed on behalf of each"
The filing was made by Foresite Capital Fund VI LP, Foresite Capital Management VI LLC, and James B. Tananbaum. The three reporting persons submitted a joint amendment and signed the filing on 05/15/2026.
How many Verastem (VSTM) shares does Foresite Capital Fund VI report owning?
The reporting persons state beneficial ownership of 3,146,631 shares of common stock. That figure is repeated for the fund, its manager, and Mr. Tananbaum in the joint filing.
What percentage of Verastem does the 3,146,631‑share stake represent?
The filing reports that 3,146,631 shares equal 3.6% of the common stock, calculated using 87,873,639 shares outstanding as of May 4, 2026 per the issuer's Form 10-Q.
Does the filing specify who has voting or dispositive power over the shares?
Yes. The filing attributes sole voting and sole dispositive power to Foresite Capital Management VI LLC as general partner of the fund, with James B. Tananbaum as managing member potentially deemed to hold those powers.
Is this ownership reported as greater than 5% of Verastem?
No. The filing states the position is 3.6% of the class, which is below a 5% threshold referenced elsewhere in the form. The item for ownership of 5% or less is acknowledged in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Verastem, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92337C203
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92337C203
1
Names of Reporting Persons
Foresite Capital Fund VI LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,146,631.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,146,631.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,146,631.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Row 5: 3,146,631 shares, except that Foresite Capital Management VI, LLC ("FCM VI"), the general partner of Foresite Capital Fund VI LP ("FCF VI"), may be deemed to have sole power to vote these shares, and James B. Tananbaum ("Tananbaum"), the managing member of FCM VI, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 3,146,631 shares, except that FCM VI, the general partner of FCF VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 87,873,639 shares of Common Stock outstanding of Verastem, Inc. (the "Issuer") as of May 4, 2026, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
92337C203
1
Names of Reporting Persons
Foresite Capital Management VI LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,146,631.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,146,631.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,146,631.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Note to Row 5: 3,146,631 shares, all of which are directly owned by FCF VI. FCM VI, the general partner of FCF VI, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 3,146,631 shares, all of which are directly owned by FCF VI. FCM VI, the general partner of FCF VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 87,873,639 shares of Common Stock outstanding of the Issuer as of May 4, 2026, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
92337C203
1
Names of Reporting Persons
Tananbaum James B.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,146,631.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,146,631.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,146,631.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Note to Row 5: 3,146,631 shares, all of which are directly owned by FCF VI. Tananbaum is the managing member of FCM VI, which is the general partner of FCF VI. Tananbaum may be deemed to have sole power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 3,146,631 shares, all of which are directly owned by FCF VI. Tananbaum is the managing member of FCM VI, which is the general partner of FCF VI. Tananbaum may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 87,873,639 shares of Common Stock outstanding of the Issuer as of May 4, 2026, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Verastem, Inc.
(b)
Address of issuer's principal executive offices:
117 Kendrick Street, Suite 500, Needham, MA 02494
Item 2.
(a)
Name of person filing:
This Schedule is filed by Foresite Capital Fund VI LP, a Delaware limited partnership ("FCF VI"), Foresite Capital Management VI, LLC, a Delaware limited liability company ("FCM VI") and James B. Tananbaum. The foregoing entities and individuals are collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
c/o Foresite Capital Management
9200 W. Sunset Boulevard, Suite 515
West Hollywood, CA 90069
(c)
Citizenship:
See Row 4 of cover page for each Reporting Person.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
92337C203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row 4 of cover page for each Reporting Person.
(b)
Percent of class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreement of FCF VI and the limited liability company agreement of FCM VI, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
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.
Foresite Capital Fund VI LP
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member of the General Partner
Date:
05/15/2026
Foresite Capital Management VI LLC
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member
Date:
05/15/2026
Tananbaum James B.
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum
Date:
05/15/2026
Exhibit Information
Exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
