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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cook Anne Marie
2. Issuer Name and Ticker or Trading Symbol

Sage Therapeutics, Inc. [ SAGE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, GC & Secretary
(Last)          (First)          (Middle)

C/O SAGE THERAPEUTICS, INC., 215 FIRST STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2019
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/10/2019     M (1)    15000.00   A $28.63   15000.00   D    
Common Stock   5/10/2019     S (1)    15000.00   D $166.14   0.00   D    
Common Stock   5/10/2019     M (1)    700.00   A $56.27   700.00   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $28.63   5/10/2019     M   (1)       15000.00      (2) 2/8/2026   Common Stock   15000.00   $0.00   15000.00   (3) D    
Stock Option (Right to Buy)   $56.27   5/10/2019     M   (1)       700.00      (4) 9/16/2025   Common Stock   700.00   $0.00   109300.00   D    

Explanation of Responses:
(1)  The exercises reported on this Form 4 were effected pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
(2)  The securities awarded on February 8, 2016 were in the form of stock options issued pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. Options to purchase 5,000 shares of common stock vested on February 8, 2017, with 15,000 shares vesting in 36 equal monthly installments thereafter. Options to purchase 10,000 shares of common stock shall vest periodically upon the Company reaching certain milestone.
(3)  Reflects the balance after 10,000 options were forfeited due to unmet performance condition.
(4)  The stock option award was issued pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. 27,500 shares vested on September 16, 2016 with the remaining shares vesting in equal monthly installments over the 36 months following September 16, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cook Anne Marie
C/O SAGE THERAPEUTICS, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142


SVP, GC & Secretary

Signatures
/s/ Anne Marie Cook 5/10/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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