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*
STARR KEVIN P

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2017
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
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) $72.74 06/07/2017 A 14,000 (1) 06/07/2027 Common Stock 14,000 $0.00 14,000 D
Explanation of Responses:
1. The stock option award was issued pursuant to the Sage Therapeutics, Inc., 2014 Stock Option and Incentive Plan. The option will vest in full upon the earlier to occur of June 7, 2018 or the day immediately prior to the 2018 Annual Meeting of Sage's stockholders, subject to continued service as a director on such date.
Remarks:
/s/ Anne Marie Cook, as Attorney-in-Fact for Kevin P. Starr 06/09/2017
** 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).
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.

                    POWER OF ATTORNEY


I, the undersigned, hereby authorize and designate Anne Marie Cook (SVP, 
General Counsel), Kimi Iguchi (Chief Financial Officer) and Erin Lanciani 
(SVP, People and Organizational Strategy), 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 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/ Kevin Starr
                    ____________________________________________________
                    (Signature of Executive Officer or Director)


                    Name:  Kevin Starr

                    Date:    06/22/2016