0001562180-22-007940.txt : 20221130
0001562180-22-007940.hdr.sgml : 20221130
20221130161515
ACCESSION NUMBER: 0001562180-22-007940
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20221128
FILED AS OF DATE: 20221130
DATE AS OF CHANGE: 20221130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PAUL STEVEN M
CENTRAL INDEX KEY: 0001237564
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36544
FILM NUMBER: 221435769
MAIL ADDRESS:
STREET 1: C/O ELI LITTY & CO
STREET 2: LIIY CORPORATE CENTER DC 1093
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46285
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
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2022-11-28
false
0001597553
Sage Therapeutics, Inc.
SAGE
0001237564
PAUL STEVEN M
C/O SAGE THERAPEUTICS, INC.
215 FIRST STREET
CAMBRIDGE
MA
02142
true
false
false
false
Common Stock
2022-11-28
4
J
false
5.00
38.1675
A
78539.00
I
See footnote
Common Stock
0.00
I
See footnote
Common Stock
68788.00
I
See footnote
Common Stock
125550.00
I
See footnote
Common Stock
78539.00
I
See footnote
Common Stock
30600.00
I
See footnote
Common Stock
30600.00
I
See footnote
Common Stock
30600.00
I
See footnote
Common Stock
30600.00
I
See footnote
Common Stock
119295.00
I
See footnote
On November 28, 2022, the Steven Paul Revocable Trust, a family trust of which the reporting person is a trustee (the "Revocable Trust"), withdrew five shares of common stock from the Steven M. Paul GRAT VIII, a grantor retained annuity trust established for the benefit of the reporting person and his adult children (the "GRAT VIII"). In exchange for the five shares, the Revocable Trust contributed to the GRAT VIII $190.84 in cash, at a per share price equal to the average of the high and low prices of one share of the registrant's common stock on November 28, 2022. The reporting person believes that the withdrawal of the shares from the GRAT VIII constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
Shares held directly by the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Austin Paul (the "Austin Paul Trust"). The reporting person disclaims Section 16 beneficial ownership of the shares held in the Austin Paul Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Shares held directly by the Steven M. Paul Family 2019 Delaware Irrevocable Trust FBO Jann Paul (the "Irrevocable Family Trust"), for which the reporting person is an investment adviser. Members of the reporting person's immediate family are the beneficiaries of the Irrevocable Family Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in the Irrevocable Family Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Shares held directly by the Revocable Trust. Includes 77,533 shares previously held by the GRAT VIII and 1,000 shares previously held by the Steven M. Paul GRAT VII which were transferred by the reporting person to Revocable Trust on November 28, 2022, in transactions exempt from reporting pursuant to Rule 16a-13 prior to the filing of this Form 4. The reporting person disclaims Section 16 beneficial ownership of the shares held in the Revocable Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Shares held directly by the Revocable Trust. Reflects the transfer by the reporting person of 78,539 shares previously held by the Revocable Trust to the Steven M. Paul GRAT X (the "GRAT X") on November 29, 2022, in transactions exempt from reporting pursuant to Rule 16a-13 prior to the filing of this Form 4.
Shares held directly by the GRAT VIII. Reflects the transfer of 77,533 shares to the Revocable Trust on November 28, 2022, in a transactions exempt from reporting pursuant to Rule 16a-13 prior to the filing of this Form 4 as described above.
Shares held directly by the Steven M. Paul GRAT IX (the "GRAT IX"). Shares held in the GRAT IX were previously held by the Steven M. Paul GRAT VII and were transferred by the reporting person to the GRAT IX in a transaction exempt from reporting pursuant to Rule 16a-13 prior to the filing of this Form 4.
Shares held directly by GRAT X. Reflects the transfer of 78,539 shares from the Revocable Trust on November 29, 2022, in transactions exempt from reporting pursuant to Rule 16a-13 prior to the filing of this Form 4 as described above.
Shares held directly by the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Morgan McGill (the "McGill Trust"). The reporting person disclaims Section 16 beneficial ownership of the shares held in the McGill Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Shares held directly by the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Jordan Fisch (the "Jordan Fisch Trust"). The reporting person disclaims Section 16 beneficial ownership of the shares held in the Jordan Fisch Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Shares held directly by the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Aaron Paul (the "Aaron Paul Trust"). The reporting person disclaims Section 16 beneficial ownership of the shares held in the Aaron Paul Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
/s/ Jennifer Fitzpatrick, as Attorney-in-Fact for Steven M. Paul
2022-11-30
EX-24
2
stevepaulpoa2019.txt
STEVEN PAUL POA 2019
POWER OF ATTORNEY
I, the undersigned, hereby authorize and designate Anne Marie
Cook (SVP, General Counsel), Kimi Iguchi (Chief Financial Officer),
Erin Lanciani (SVP, People and Organizational Strategy), and Jennifer
Fitzpatrick (Vice President, Corporate Counsel) for as long as they
remain employees of Sage Therapeutics, Inc., and Laurie Burlingame of
Goodwin Procter, each acting singly, or their successors in role, to
take the following actions, acting as my agent and attorney-in-fact,
with full power of substitution:
(1) to prepare and sign on my behalf any Form 3, Form 4 or
Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934,
as amended, and to file the same with the Securities and Exchange
Commission, NASDAQ, NYSE, and each stock exchange on which shares of
Common Stock or other securities of Sage Therapeutics, Inc. are
listed, as required by law;
(2) to prepare and sign on my behalf any Form 144
pursuant to the Securities Act of 1933, as amended, and to file the
same with the Securities and Exchange Commission, NASDAQ, NYSE, and
each stock exchange on which shares of Common Stock or other
securities of Sage Therapeutics, Inc. are listed, as required by law;
and
(3) take any other action necessary or proper in
connection with the foregoing.
Unless earlier revoked under the next sentence, this Power of
Attorney shall remain in effect as long as I am an executive officer
or director of Sage Therapeutics, Inc., and shall not be affected by
my subsequent disability or incompetence. I may revoke this Power of
Attorney by written notice delivered, in person or by nationally
recognized courier, to the attention of the SVP, General Counsel of
Sage Therapeutics, Inc.
/s/ Steve Paul
______________________________________________
(Signature of Executive Officer or Director)
Name: Steve Paul
Date: 12/13/2018