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 MA 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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.
* 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).
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