Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MPM BIOVENTURES V LLC
  2. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [VSTM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former 10% stockholder
(Last)
(First)
(Middle)
C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2012
(Street)

BOSTON, MA 02116
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 02/01/2012   C   1,933,333 A (1) 1,933,333 I By MPM BioVentures V, L.P. (2)
Common Stoc 02/01/2012   P   100,000 (3) A $ 10 2,033,333 (4) I By Funds (2) (5)

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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 Underlying Securities
(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 of Derivative Security: 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
Series A Preferred Stock (1) 02/01/2012   C     4,000,000   (1)   (1) Common Stock 1,142,857 $ 0 0 I By MPM BioVentures V, L.P. (2)
Series B Preferred Stock (1) 02/01/2012   C     2,500,000   (1)   (1) Common Stock 714,286 $ 0 0 I By MPM BioVentures V, L.P. (2)
Seriec C Preferred Stock (1) 02/01/2012   C     266,666   (1)   (1) Common Stock 76,190 $ 0 0 I By MPM BioVentures V, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MPM BIOVENTURES V LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
MPM BIOVENTURES V GP LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
EVNIN LUKE
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
Foley Todd
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
KAILIAN VAUGHN M
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
Scopa James Paul
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
St Peter Steven
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
Vander Vort John
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
MPM BIOVENTURES V, L.P.
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder
MPM ASSET MANAGEMENT INVESTORS BV5 LLC
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR
BOSTON, MA 02116
      Former 10% stockholder

Signatures

 /s/ Ansbert Gadicke, Member of MPM BioVentures V LLC   02/03/2012
**Signature of Reporting Person Date

 /s/ Ansbert Gadicke, Member of MPM BioVentures V LLC, the Managing Member of MPM BioVentures V GP LLC   02/03/2012
**Signature of Reporting Person Date

 /s/ Luke Evnin   02/03/2012
**Signature of Reporting Person Date

 /s/ Todd Foley   02/03/2012
**Signature of Reporting Person Date

 /s/ Vaughn M. Kailian   02/03/2012
**Signature of Reporting Person Date

 /s/ James Paul Scopa   02/03/2012
**Signature of Reporting Person Date

 /s/ Steven St. Peter   02/03/2012
**Signature of Reporting Person Date

 /s/ John Vander Vort   02/03/2012
**Signature of Reporting Person Date

 /s/ Ansbert Gadicke, Member of MPM BioVentures V LLC, the Managing Member of MPM BioVentures V GP LLC, the General Partner of MPM BioVentures V, L.P   02/03/2012
**Signature of Reporting Person Date

 /s/ Ansbert Gadicke, Member of MPM BioVentures V LLC, the Managing Member of MPM Asset Management Investors BV5 LLC   02/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of preferred stock converted into approximately 0.29 shares of common stock upon the closing of the issuer's initial public offering. The shares had no expiration date.
(2) MPM BioVentures V GP LLC ("MPM V GP") is the general partner of MPM BioVentures V, L.P. ("MPM V LP") and MPM BioVentures V LLC ("MPM V LLC") is the managing member of MPM V GP. Luke Evnin, Todd Foley, Ansbert Gadicke, Vaughn Kailian, James Scopa, Steven St. Peter and John Vander Vort are the members of MPM V LLC and share the power to vote, hold and dispose of the shares held by MPM V LP. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.
(3) Shares were purchased as follows: 96,260 by MPM BioVentures V, L.P. and 3,740 by MPM Asset Management Investors BV5 LLC.
(4) Shares are held as follows: 2,029,593 by MPM BioVentures V, L.P. and 3,740 by MPM Asset Management Investors BV5 LLC.
(5) MPM BioVentures V LLC ("MPM V LLC") is the managing member of MPM Asset Management Investors BV5 LLC ("MPM Asset"). Luke Evnin, Todd Foley, Ansbert Gadicke, Vaughn Kailian, James Scopa, Steven St. Peter and John Vander Vort are the members of MPM V LLC and share the power to vote, hold and dispose of the shares held by MPM Asset. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its respective pecuniary interest therein.

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