(Amendment No. 2)*
CUSIP No. 92337C104
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1
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NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
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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) ¨
(b)
¨
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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
21,491,630
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
21,491,630
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8
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SHARED DISPOSITIVE POWER
-0-
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,491,630
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10
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CHECK BOX 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
11.8% (1)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IA, PN
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|
|
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(1)
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Based on 182,185,991 shares of Common Stock (“Common
Stock”) of Verastem, Inc. (the “Issuer”) outstanding as of November 3,
2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission (“SEC”) on November 4, 2021.
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CUSIP No. 92337C104
|
1
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (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
21,491,630
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
21,491,630
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,491,630
|
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
11.8% (1)
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
HC, OO
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|
|
|
|
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(1)
|
Based on 182,185,991 shares of the Issuer outstanding
as of November 3, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on
November 4, 2021.
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CUSIP No. 92337C104
|
1
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NAMES OF REPORTING PERSONS
Felix J. Baker
|
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
21,491,630
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
21,491,630
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,491,630
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨
(See Instructions)
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
11.8% (1)
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
IN, HC
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|
|
|
|
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(1)
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Based on 182,185,991 shares of the Issuer outstanding as of November
3, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.
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CUSIP No. 92337C104
|
1
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NAMES OF REPORTING PERSONS
Julian C. Baker
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b)
¨
|
3
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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
21,491,630
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
21,491,630
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,491,630
|
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
11.8% (1)
|
12
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TYPE OF REPORTING PERSON (See
Instructions)
IN, HC
|
|
|
|
|
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(1)
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Based on 182,185,991 shares of the Issuer outstanding as of November
3, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 4, 2021.
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Amendment No. 2 to Schedule 13G
This Amendment
No. 2 to Schedule 13G amends and restates the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the “Adviser”),
Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively, the “Reporting
Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
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Item 1(a)
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Name of Issuer:
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Verastem, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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117
Kendrick Street, Suite 500
Needham, MA
02494
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Item 2(a)
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Name of Person Filing:
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This Amendment No.2 is being filed jointly
by the Reporting Persons.
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business address of each of the
Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd
Floor
New York, NY 10014
(212) 339-5690
The Adviser is a limited partnership organized under the laws
of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship
of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $0.0001 per
share (“Common Stock”).
92337C104
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b)
or (c), check whether the person filing is a:
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(a) ¨ Broker
or dealer registered under Section 15 of the Exchange Act.
(b) ¨ Bank
as defined in section 3(a)(6) of the Exchange Act.
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Exchange Act.
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940.
(e) x An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨ An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) x A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) ¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j) ¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the cover pages to this Amendment
No. 2 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by each of
Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the
“Funds”) which may be deemed to be indirectly beneficially owned by the Reporting Persons.
The information set forth below is based on 182,185,991 shares of
Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on November 4, 2021. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended.
Holder
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Number of Shares
of Common Stock
we own or have
the right to acquire
within 60 days
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Percent of
Class Outstanding
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667, L.P.
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1,593,135
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0.9
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%
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Baker Brothers Life Sciences, L.P.
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19,898,495
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10.9
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%
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Total
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|
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21,491,630
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11.8
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%
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The Adviser GP, Felix J. Baker and Julian C. Baker as managing members
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Life Sciences and 667 and their respective general partners, the Funds’
respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power
of the securities held by the Funds, and thus the Adviser has completed and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ]. N/A
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person:
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The information in Item 4 is incorporated herein
by reference.
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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.
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.
February 14, 2022
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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BAKER BROS. ADVISORS (GP) LLC
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By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix J. Baker
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