Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RA Capital Management, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power 0 shares
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6.
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Shared Voting
Power 9,129,251
shares
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7.
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Sole Dispositive Power 0 shares
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8.
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Shared Dispositive Power 9,129,251 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,129,251 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
5.6%1
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12.
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Type of Reporting Person (See Instructions)
IA, PN
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1
The percentage calculation assumes that there are currently 162,533,959 outstanding shares of Common
Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”)
on May 7, 2020.
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Kolchinsky
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power 0 shares
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6.
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Shared Voting
Power 9,129,251
shares
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7.
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Sole Dispositive Power 0 shares
|
|
8.
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Shared Dispositive Power 9,129,251 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,129,251 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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|
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11.
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Percent of Class Represented by Amount in Row (9)
5.6%1
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12.
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Type of Reporting Person (See Instructions)
HC, IN
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1
The percentage calculation assumes that there are currently 162,533,959 outstanding shares of Common
Stock of the Issuer, based on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”)
on May 7, 2020.
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rajeev Shah
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power 0 shares
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6.
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Shared Voting
Power 9,129,251
shares
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7.
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Sole Dispositive Power 0 shares
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8.
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Shared Dispositive Power 9,129,251 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,129,251 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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|
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11.
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Percent of Class Represented by Amount in Row (9)
5.6%1
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|
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12.
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Type of Reporting Person (See Instructions)
HC, IN
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1 The percentage calculation
assumes that there are currently 162,533,959 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form
10-Q as filed with the Securities and Exchange Commission (“SEC”) on May 7, 2020.
Item 1.
(a) Name
of Issuer: Verastem, Inc. (the “Issuer”).
(b) Address
of the Issuer’s Principal Executive Offices: 117 Kendrick Street, Suite 500, Needham, MA 02494.
Item 2.
(a) Name of Person
Filing: This joint statement on Schedule 13G is being filed by RA Capital Management, L.P. (“RA Capital”), Peter
Kolchinsky, and Rajeev Shah. RA Capital, Dr. Kolchinsky, and Mr. Shah are collectively referred to herein as the “Reporting
Persons.”
The Common Stock reported herein includes 7,810,689 shares held
by RA Capital Healthcare Fund, L.P. (the “Fund”) and 1,318,562 shares held in a separately managed account (the “Account”).
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management
GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund
and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Act”), of any securities of the Issuer held by the Fund and the Account. The Fund has delegated to RA Capital the
sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of
the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported
securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership
of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of
the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial
owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital,
Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”)
other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall
not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any
other purpose.
(b) Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, L.P., 200
Berkeley Street, 18th Floor, Boston, MA 02116.
(c) Citizenship:
RA Capital is a Delaware limited partnership. Dr. Kolchinsky and Mr. Shah are United States citizens.
(d) Title
and Class of Securities: Common stock (“Common Stock”)
(e) CUSIP
Number: 92337C104
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:
(e) RA Capital Management, L.P. is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky and Rajeev Shah are control persons and
are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
Item 4. Ownership:
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned:
See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s).
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Item 5. Ownership of Five Percent
or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
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. Certification:
By signing below I hereby 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.
Exhibits
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1
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Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule
13G filed by the Reporting Persons with the Securities and Exchange Commission on March 5, 2020.
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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.
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Date:
July 10,
2020
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RA CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
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Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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