Statement of Changes in Beneficial Ownership (4)
May 29 2019 - 4:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
JONAS JEFFREY M
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2. Issuer Name
and
Ticker or Trading Symbol
Sage Therapeutics, Inc.
[
SAGE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O SAGE THERAPEUTICS, INC., 215 FIRST STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/28/2019
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/28/2019
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M
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35736.00
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A
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$0.45
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97851.00
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D
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Common Stock
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5/28/2019
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S
(1)
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25510.00
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D
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$173.6156
(2)
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72341.00
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D
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Common Stock
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5/28/2019
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S
(1)
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28293.00
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D
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$174.4837
(3)
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44048.00
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D
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Common Stock
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5/28/2019
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S
(1)
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16651.00
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D
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$175.718
(4)
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27397.00
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D
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Common Stock
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5/28/2019
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S
(1)
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11662.00
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D
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$176.4426
(5)
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15735.00
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D
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Common Stock
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5/28/2019
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S
(1)
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2545.00
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D
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$177.6162
(6)
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13190.00
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D
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Common Stock
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5/29/2019
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S
(1)
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200.00
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D
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$169.16
(7)
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12990.00
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D
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Common Stock
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5/29/2019
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S
(1)
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400.00
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D
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$170.395
(8)
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12590.00
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D
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Common Stock
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5/29/2019
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S
(1)
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475.00
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D
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$171.3906
(9)
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12115.00
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$0.45
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5/28/2019
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M
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35736.00
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(10)
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8/12/2023
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Common Stock
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35736.00
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$0.00
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91987.00
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D
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Explanation of Responses:
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(1)
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The sales 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.
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(2)
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This transaction was executed in multiple trades at prices ranging from $172.99 USD to $173.98 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(3)
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This transaction was executed in multiple trades at prices ranging from $173.99 USD to $174.93 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(4)
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This transaction was executed in multiple trades at prices ranging from $175.05 USD to $176.04 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(5)
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This transaction was executed in multiple trades at prices ranging from $176.05 USD to $177.01 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(6)
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This transaction was executed in multiple trades at prices ranging from $177.18 USD to $177.98 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(7)
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This transaction was executed in multiple trades at prices ranging from $168.82 USD to $169.50 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(8)
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This transaction was executed in multiple trades at prices ranging from $170.00 USD to $170.83 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(9)
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This transaction was executed in multiple trades at prices ranging from $171.20 USD to $172.00 USD. The price reported above reflects the weighted average sale price. The issuer hereby undertakes to provide, upon request, to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(10)
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The stock option award was issued pursuant to the Sage Therapeutics, Inc., 2011 Stock Option and Incentive Plan. The option fully vested on August 12, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JONAS JEFFREY M
C/O SAGE THERAPEUTICS, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142
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X
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President & CEO
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Signatures
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/s/ Anne Marie Cook, as Attorney-in-Fact for Jeffrey M. Jonas
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5/29/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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