0000899243-16-027720.txt : 20160819 0000899243-16-027720.hdr.sgml : 20160819 20160819161527 ACCESSION NUMBER: 0000899243-16-027720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160819 FILED AS OF DATE: 20160819 DATE AS OF CHANGE: 20160819 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sage Therapeutics, Inc. CENTRAL INDEX KEY: 0001597553 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 215 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-299-8380 MAIL ADDRESS: STREET 1: 215 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Rock Ventures GP II, L.P. CENTRAL INDEX KEY: 0001614061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36544 FILM NUMBER: 161843330 BUSINESS ADDRESS: STREET 1: THIRD ROCK VENTURES STREET 2: 29 NEWBURY STREET, 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-585-2000 MAIL ADDRESS: STREET 1: THIRD ROCK VENTURES STREET 2: 29 NEWBURY STREET, 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Third Rock Ventures II GP, LP DATE OF NAME CHANGE: 20140716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEPPER ROBERT I CENTRAL INDEX KEY: 0001192595 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36544 FILM NUMBER: 161843331 MAIL ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEVIN MARK J CENTRAL INDEX KEY: 0001180428 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36544 FILM NUMBER: 161843332 MAIL ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRV GP II, LLC CENTRAL INDEX KEY: 0001614073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36544 FILM NUMBER: 161843333 BUSINESS ADDRESS: STREET 1: THIRD ROCK VENTURES STREET 2: 29 NEWBURY STREET, 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-585-2000 MAIL ADDRESS: STREET 1: THIRD ROCK VENTURES STREET 2: 29 NEWBURY STREET, 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Rock Ventures II, L.P. CENTRAL INDEX KEY: 0001488495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36544 FILM NUMBER: 161843334 BUSINESS ADDRESS: STREET 1: 29 NEWBURY STREET STREET 2: 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-585-2000 MAIL ADDRESS: STREET 1: 29 NEWBURY STREET STREET 2: 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-08-19 0 0001597553 Sage Therapeutics, Inc. SAGE 0001488495 Third Rock Ventures II, L.P. C/O THIRD ROCK VENTURES, LLC 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 0 0 1 0 0001614061 Third Rock Ventures GP II, L.P. 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 0 0 1 0 0001614073 TRV GP II, LLC 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 0 0 1 0 0001180428 LEVIN MARK J 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 0 0 1 0 0001192595 TEPPER ROBERT I 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2016-08-19 4 J 0 1000000 D 2892916 D Common Stock 138917 D Common Stock 138917 D On August 19, 2016, Third Rock Ventures II, L.P. ("TRV II") distributed, for no consideration, 1,000,000 shares of Common Stock of the Issuer (the "Shares") to its limited partners and to Third Rock Ventures GP II, L.P. ("TRV GP II"), the general partner of TRV II, representing each such partner's pro rata interest in such Shares. On the same date, TRV GP II distributed, for no consideration, the Shares it received in the distribution by TRV II to its partners, representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. These shares are directly held by TRV II. The general partner of TRV II is TRV GP II. The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares. Includes 73,691 Shares received in connection with the distribution from TRV GP II described in footnote (1) above. The shares are directly hold by Dr. Robert Tepper. The shares are directly held by Mark Levin. /s/ Third Rock Ventures II, L.P. by Third Rock Ventures GP II, L.P. its general partner by TRV GP II, LLC its general partner 2016-08-19 /s/ Third Rock Ventures GP II, L.P. by TRV GP II, LLC its general partner 2016-08-19 /s/ TRV GP II, LLC 2016-08-19 /s/ Kevin Gillis by power of attorney for Mark Levin 2016-08-19 /s/ Kevin Gillis by power of attorney for Dr. Robert Tepper 2016-08-19