SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O SAGE THERAPEUTICS, INC. |
| 215 FIRST STREET |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
07/17/2014
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3. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc.
[ SAGE ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
|
05/28/2024 |
Common Stock |
23,809 |
8.01 |
D |
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| Explanation of Responses: |
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| Remarks: |
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|
/s/ James Frates |
07/17/2014 |
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** 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
5
(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 Number. |
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Jeffrey M. Jonas, Kimi
Iguchi and Laurie A. Burlingame and each of them individually, and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) Complete and execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer, director and/or ten percent (10%)
shareholder of Sage Therapeutics, Inc., a Delaware corporation (the "Company")
any and all instruments, certificates and documents required to be executed on
behalf of the undersigned as an individual or on behalf of the undersigned's
company or partnership, as the case may be, pursuant to Section 13 and Section
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
the rules and regulations thereunder;
(2) Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
instruments, certificates or documents required to be filed pursuant to Sections
13 and 16 of the Exchange Act or the rules or regulations thereunder and timely
file such forms with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by any such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act which is
necessary, proper or desirable to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any such
attorney-in-fact, or any such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.
The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section 16 of the
Exchange Act or the rules or regulations thereunder. The undersigned hereby
agrees to indemnify each attorney-in-fact and the Company from and against any
demand, damage, loss, cost or expense arising from any false or misleading
information provided by the undersigned to such attorney-in fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any instruments, certificates and
documents pursuant to Section 13 and 16 of the Exchange Act or the rules or
regulations thereunder with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 17, 2014.
/s/ James Frates
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James Frates
