Statement of Changes in Beneficial Ownership (4)
May 10 2019 - 4:36PM
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
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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
*
Cook Anne Marie
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, GC & Secretary
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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)
5/10/2019
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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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5/10/2019
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M
(1)
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15000.00
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A
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$28.63
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15000.00
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D
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Common Stock
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5/10/2019
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S
(1)
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15000.00
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D
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$166.14
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0.00
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D
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Common Stock
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5/10/2019
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M
(1)
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700.00
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A
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$56.27
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700.00
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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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$28.63
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5/10/2019
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M
(1)
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15000.00
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(2)
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2/8/2026
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Common Stock
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15000.00
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$0.00
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15000.00
(3)
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D
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Stock Option (Right to Buy)
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$56.27
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5/10/2019
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M
(1)
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700.00
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(4)
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9/16/2025
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Common Stock
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700.00
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$0.00
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109300.00
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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Reflects the balance after 10,000 options were forfeited due to unmet performance condition.
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(4)
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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.
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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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Cook Anne Marie
C/O SAGE THERAPEUTICS, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142
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SVP, GC & Secretary
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Signatures
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/s/ Anne Marie Cook
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5/10/2019
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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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