Statement of Changes in Beneficial Ownership (4)

Date : 05/29/2019 @ 9:04PM
Source : Edgar (US Regulatory)
Stock : Sage Therapeutics, Inc. (SAGE)
Quote : 184.54  -1.28 (-0.69%) @ 12:59AM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 *

JONAS JEFFREY M
2. Issuer Name and Ticker or Trading Symbol

Sage Therapeutics, Inc. [ SAGE ]
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
(Last)          (First)          (Middle)

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

5/28/2019
(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   5/28/2019     M    35736.00   A $0.45   97851.00   D    
Common Stock   5/28/2019     S (1)    25510.00   D $173.6156   (2) 72341.00   D    
Common Stock   5/28/2019     S (1)    28293.00   D $174.4837   (3) 44048.00   D    
Common Stock   5/28/2019     S (1)    16651.00   D $175.718   (4) 27397.00   D    
Common Stock   5/28/2019     S (1)    11662.00   D $176.4426   (5) 15735.00   D    
Common Stock   5/28/2019     S (1)    2545.00   D $177.6162   (6) 13190.00   D    
Common Stock   5/29/2019     S (1)    200.00   D $169.16   (7) 12990.00   D    
Common Stock   5/29/2019     S (1)    400.00   D $170.395   (8) 12590.00   D    
Common Stock   5/29/2019     S (1)    475.00   D $171.3906   (9) 12115.00   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)   $0.45   5/28/2019     M         35736.00      (10) 8/12/2023   Common Stock   35736.00   $0.00   91987.00   D    

Explanation of Responses:
(1)  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.
(2)  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.
(3)  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.
(4)  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.
(5)  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.
(6)  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.
(7)  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.
(8)  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.
(9)  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.
(10)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JONAS JEFFREY M
C/O SAGE THERAPEUTICS, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142
X
President & CEO

Signatures
/s/ Anne Marie Cook, as Attorney-in-Fact for Jeffrey M. Jonas 5/29/2019
** 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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