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 *
Paterson Dan
  2. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [VSTM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O VERASTEM, INC.,, 117 KENDRICK ST., SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024
(Street)

NEEDHAM, MA 02494		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) $ 110.28 03/11/2024   D     12,064   (2) 01/08/2025 Common Stock 12,064 (1) 0 D  
Stock Option (right to buy) $ 25.56 03/11/2024   D     11,166   (3) 11/08/2025 Common Stock 11,166 (1) 0 D  
Stock Option (right to buy) $ 22.32 03/11/2024   D     5,500   (4) 12/31/2025 Common Stock 5,500 (1) 0 D  
Stock Option (right to buy) $ 16.44 03/11/2024   D     8,333   (5) 06/13/2026 Common Stock 8,333 (1) 0 D  
Stock Option (right to buy) $ 35.64 03/11/2024   D     6,249   (6) 01/05/2028 Common Stock 6,249 (1) 0 D  
Stock Option (right to buy) $ 35.64 03/11/2024   D     3,750   (7) 01/05/2028 Common Stock 3,750 (1) 0 D  
Stock Option (right to buy) $ 42.12 03/11/2024   D     6,250   (8) 01/03/2029 Common Stock 6,250 (1) 0 D  
Stock Option (right to buy) $ 21.72 03/11/2024   D     20,832   (9) 06/21/2029 Common Stock 20,832 (1) 0 D  
Stock Option (right to buy) $ 16.08 03/11/2024   D     16,666   (10) 12/13/2029 Common Stock 16,666 (1) 0 D  
Stock Option (right to buy) $ 16.08 03/11/2024   D     12,500   (11) 12/13/2029 Common Stock 12,500 (1) 0 D  
Stock Option (right to buy) $ 26.4 03/11/2024   D     33,962   (12) 12/18/2030 Common Stock 33,962 (1) 0 D  
Stock Option (right to buy) $ 28.32 03/11/2024   D     30,708   (13) 01/04/2031 Common Stock 30,708 (1) 0 D  
Stock Option (right to buy) $ 11.44 03/11/2024   A   144,137     (1) 03/11/2034 Common Stock 144,137 (1) 144,137 D  
Stock Option (right to buy) $ 11.44 03/11/2024   A   23,843     (1) 03/11/2034 Common Stock 23,843 (1) 23,843 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Paterson Dan
C/O VERASTEM, INC.,
117 KENDRICK ST., SUITE 500
NEEDHAM, MA 02494		   X     President and CEO  

Signatures

 /s/ Daniel Calkins, Attorney in Fact   03/13/2024
**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) On March 11, 2024, pursuant to the Issuer's option exchange program, the Issuer canceled certain eligible unexercised options granted to the Reporting Person with an exercise price greater than $15. In exchange, the Reporting Person received (i) in the case of the canceled options that were fully vested as of March 8, 2024, a grant of 144,137 stock options that will vest in two equal installments over a two-year period from March 11, 2024 (the "Grant Date") and (ii) in the case of the canceled options there were unvested as of March 8, 2024, a grant of 23,843 stock options that will vest as to 25% on the first anniversary of the Grant Date and as to an additional 6.25% at the end of each successive three-month period following the first anniversary of the Grant Date until the fourth anniversary of the Grant Date, subject to the Reporting Person's continued service to the Issuer on the vesting date.
(2) The canceled option was granted on January 8, 2015 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
(3) The canceled option was granted on November 9, 2015 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date, and vesting as to the remaining 50% of the shares underlying the option on the second anniversary of the grant date.
(4) The canceled option was granted on January 1, 2016 and provided for vesting as to 50% of the shares underlying the option on November 9, 2016, and vesting as to the remaining 50% of the shares underlying the option on November 9, 2017.
(5) The canceled option was granted on June 14, 2016 and provided for vesting as to 50% of the shares underlying the option upon satisfaction of a certain performance milestone met in June 2017, and vesting as to the remaining 50% of the shares underlying the option upon satisfaction of a certain performance milestone met in September 2017.
(6) The canceled option was granted on January 5, 2018 and provided for vesting as to 25% of the shares underlying the option on January 1, 2019 and, thereafter, vesting as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2022.
(7) The canceled option was granted on January 5, 2018 and provided for vesting based on the achievement of certain performance milestones which were met by June 30, 2018 and by March 31, 2019.
(8) The canceled option was granted on January 3, 2019 and provided for vesting as to 25% of the shares underlying the option on January 1, 2020 and, thereafter, vesting as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2023.
(9) The canceled option was granted on June 21, 2019 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 12.5% of the shares underlying the option on each successive three month period after such date until the second anniversary of the grant date.
(10) The canceled option was granted on December 13, 2019 and provided for vesting as to 50% of the shares underlying the option on the first anniversary of the grant date and vesting as to 12.5% of the shares underlying the option at the end of each successive three-month period following the first anniversary of grant date until the second anniversary of the grant date.
(11) The canceled option was granted on December 13, 2019 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
(12) The canceled option was granted on December 18, 2020 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
(13) The canceled option was granted on December 15, 2021 and provided for vesting as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vesting as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

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