Schedule 13G filing shows investment adviser Logos Global Management LP and affiliates (Logos Global Management GP LLC, Logos Global Master Fund LP, Logos GP LLC and Dr. Arsani William) have accumulated 3,425,000 Verastem (VSTM) common shares, equal to 6.2 % of the 54.95 million shares outstanding as reported on 12 May 2025.
The position is held through Logos Global Master Fund LP. All reporting persons report 0 sole voting/dispositive power and shared voting & dispositive power over the full stake. The stake was acquired in the ordinary course of business; the use of Schedule 13G indicates a passive investment with no intent to influence control. Event date triggering the filing is 21 Jul 2025, and certifications confirm no control-seeking purpose. Each party disclaims group status and beneficial ownership beyond its pecuniary interest.
Positive
Institutional investor Logos Global Management disclosed a 6.2 % passive ownership in Verastem, signalling increased professional interest and potential support for the stock.
Negative
None.
Insights
TL;DR: 6.2 % passive stake disclosed; modestly positive signal of institutional interest, limited governance impact.
The filing confirms that Logos Global, an institutional investor, now owns more than the 5 % threshold, requiring disclosure. Because the stake is filed on Schedule 13G, it is deemed passive, implying no activist agenda or imminent governance pressure on Verastem. The size—3.43 M shares—makes Logos a top-10 holder and may improve liquidity and market perception, but it does not alter control dynamics (shared voting only). Overall market impact should be modestly constructive, highlighting external confidence while posing minimal strategic risk.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Verastem, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92337C203
(CUSIP Number)
07/21/2025
(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)
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Logos Global Management 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
0.00
6
Shared Voting Power
3,425,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,425,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,425,000.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Percentage calculated based on 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Logos Global Management GP 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
0.00
6
Shared Voting Power
3,425,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,425,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,425,000.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Logos Global Master Fund 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,425,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,425,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,425,000.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage calculated based on 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Logos GP 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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,425,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,425,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,425,000.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Arsani William
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
0.00
6
Shared Voting Power
3,425,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,425,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,425,000.00
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)
6.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.
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:
Logos Global Management LP ("Logos Global")
Logos Global Management GP LLC ("Logos Global GP")
Logos Global Master Fund LP ("Global Fund")
Logos GP LLC ("Logos GP")
Arsani William
Logos Global is the investment adviser to investment funds, including Global Fund. Logos Global GP is the general partner of Logos Global. Logos GP is the general partner of Global Fund. Dr. William is a control person of Logos Global, Logos Global GP and Logos GP.
The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Global Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129
(c)
Citizenship:
See Item 4 of the cover sheet 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:
Logos Global: 3,425,000
Logos Global GP: 3,425,000
Global Fund: 3,425,000
Logos GP: 3,425,000
Arsani William: 3,425,000
(b)
Percent of class:
Logos Global: 6.2%
Logos Global GP: 6.2%
Global Fund: 6.2%
Logos GP: 6.2%
Arsani William: 6.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Logos Global: 0
Logos Global GP: 0
Global Fund: 0
Logos GP: 0
Arsani William: 0
(ii) Shared power to vote or to direct the vote:
Logos Global: 3,425,000
Logos Global GP: 3,425,000
Global Fund: 3,425,000
Logos GP: 3,425,000
Arsani William: 3,425,000
(iii) Sole power to dispose or to direct the disposition of:
Logos Global: 0
Logos Global GP: 0
Global Fund: 0
Logos GP: 0
Arsani William: 0
(iv) Shared power to dispose or to direct the disposition of:
Logos Global: 3,425,000
Logos Global GP: 3,425,000
Global Fund: 3,425,000
Logos GP: 3,425,000
Arsani William: 3,425,000
Item 5.
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.
Global Fund holds the Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
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 acquired and are held in the ordinary course of business and 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.
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.
Logos Global Management LP
Signature:
/s/ Arsani William
Name/Title:
Managing Partner
Date:
07/28/2025
Logos Global Management GP LLC
Signature:
/s/ Arsani William
Name/Title:
Managing Member
Date:
07/28/2025
Logos Global Master Fund LP
Signature:
/s/ Arsani William
Name/Title:
Managing Member of Logos GP LLC, General Partner of Logos Global Master Fund LP
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