SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JONAS JEFFREY M

(Last)

(First)

(Middle)

C/O SAGE THERAPEUTICS, INC.

215 FIRST STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2015

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2015		M⁽¹⁾		83,374	A	$0.45	89,374	D
Common Stock	06/15/2015		S⁽¹⁾		1,554	D	$83.8877⁽²⁾	87,820	D
Common Stock	06/15/2015		S⁽¹⁾		2,420	D	$81.5066⁽³⁾	85,400	D
Common Stock	06/15/2015		S⁽¹⁾		5,707	D	$79.9696⁽⁴⁾	79,693	D
Common Stock	06/15/2015		S⁽¹⁾		62,364	D	$78.8775⁽⁵⁾	17,329	D
Common Stock	06/15/2015		S⁽¹⁾		11,329	D	$78.2216⁽⁶⁾	6,000	D
Common Stock	06/16/2015		M⁽¹⁾		115,226	A	$0.45	121,226	D
Common Stock	06/16/2015		S⁽¹⁾		6,804	D	$78.1261⁽⁷⁾	114,422	D
Common Stock	06/16/2015		S⁽¹⁾		14,146	D	$76.8483⁽⁸⁾	100,276	D
Common Stock	06/16/2015		S⁽¹⁾		64,973	D	$76.0886⁽⁹⁾	35,303	D
Common Stock	06/16/2015		S⁽¹⁾		29,303	D	$75.5133⁽¹⁰⁾	6,000	D
Common Stock	06/15/2015		M		32,745	A	$0.45	38,745	D
Common Stock	06/16/2015		M		45,255	A	$0.45	84,000	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.45	06/15/2015		M			128,629	⁽¹¹⁾	08/12/2023	Common Stock	128,629	$0.00	0.00	D
Stock Option (Right to Buy)	$0.45	06/16/2015		M			147,971	⁽¹¹⁾	08/12/2023	Common Stock	147,971	$0.00	0.00	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 $83.79 USD to $84.01 USD. The price reported above reflects the weighted average sale price.

3. This transaction was executed in multiple trades at prices ranging from $80.64 USD to $81.63 USD. The price reported above reflects the weighted average sale price.

4. This transaction was executed in multiple trades at prices ranging from $79.625 USD to $80.61 USD. The price reported above reflects the weighted average sale price.

5. This transaction was executed in multiple trades at prices ranging from $78.58 USD to $79.58 USD. The price reported above reflects the weighted average sale price.

6. This transaction was executed in multiple trades at prices ranging from $77.86 USD to $78.44 USD. The price reported above reflects the weighted average sale price.

7. This transaction was executed in multiple trades at prices ranging from $77.60 USD to $78.595 USD. The price reported above reflects the weighted average sale price.

8. This transaction was executed in multiple trades at prices ranging from $76.56 USD to $77.56 USD. The price reported above reflects the weighted average sale price.

9. This transaction was executed in multiple trades at prices ranging from $75.555 USD to $76.555 USD. The price reported above reflects the weighted average sale price.

10. This transaction was executed in multiple trades at prices ranging from $75.50 USD to $75.55 USD. The price reported above reflects the weighted average sale price.

11. The stock option award was issued pursuant to the Sage Therapeutics, Inc., 2011 Stock Option and Incentive Plan. The option shall vest in full on August 12, 2017, subject to continued service through such date.

Remarks:

	/s/ Laurie Burlingame, as Attorney-in-Fact for Jeffrey M. Jonas	06/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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