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*
PAUL STEVEN 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019
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 02/01/2019 G(1) V 241,695 D $0.00 272,777 D
Common Stock 02/01/2019 G(1) V 241,695 A $0.00 241,695 I See footnote (1)
Common Stock 02/15/2019 S(2)(3) 12,519 D $161.02(4) 111,385 I See footnote (3)
Common Stock 02/15/2019 S(2)(5) 12,510 D $161.02(6) 98,875 I See footnote (5)
Common Stock 02/15/2019 S(2)(7) 12,044 D $161.02(8) 86,831 I See footnote (7)
Common Stock 02/15/2019 S(2)(9) 12,388 D $161.02(4) 74,443 I See footnote (9)
Common Stock 02/19/2019 S(2)(10) 200 D $162 74,243 I See footnote (10)
Common Stock 02/19/2019 S(2)(11) 500 D $161.624(12) 73,743 I See footnote (11)
Common Stock 02/19/2019 S(2)(13) 643 D $161.37(14) 73,100 I See footnote (13)
Common Stock 02/19/2019 S(2)(15) 200 D $162 72,900 I See footnote (15)
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
Explanation of Responses:
1. Represents 241,695 shares that, upon termination of a grantor retained annuity trust, were disbursed to the Steven M Paul Family 2018 Delaware Irrevocable Trust FBO Jann Paul of which the trustee is J.P. Morgan and for which the reporting person is an investment adviser. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
2. The sales reported on this Form 4 were effected by the Aaron Paul Trust, the Austin Paul Trust, the Jordan Fisch Trust and the McGill Trust pursuant to trading plans adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
3. Represents 30,976 shares held directly by the McGill Trust; 30,976 shares held directly by the Jordan Fisch Trust; 18,457 shares held directly by the Aaron Paul Trust; and 30,976 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
4. This transaction was executed in multiple trades at prices ranging from $161.00 USD to $161.21 USD. The price reported above reflects the weighted average sale price.
5. Represents 30,976 shares held directly by the McGill Trust; 18,466 shares held directly by the Jordan Fisch Trust; 18,457 shares held directly by the Aaron Paul Trust; and 30,976 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
6. This transaction was executed in multiple trades at prices ranging from $161.00 USD to $161.29 USD. The price reported above reflects the weighted average sale price.
7. Represents 18,932 shares held directly by the McGill Trust; 18,466 shares held directly by the Jordan Fisch Trust; 18,457 shares held directly by the Aaron Paul Trust; and 30,976 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
8. This transaction was executed in multiple trades at prices ranging from $161.00 USD to $161.42 USD. The price reported above reflects the weighted average sale price.
9. Represents 18,932 shares held directly by the McGill Trust; 18,466 shares held directly by the Jordan Fisch Trust; 18,457 shares held directly by the Aaron Paul Trust; and 18,588 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
10. Represents 18,932 shares held directly by the McGill Trust; 18,466 shares held directly by the Jordan Fisch Trust; 18,257 shares held directly by the Aaron Paul Trust; and 18,588 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
11. Represents 18,932 shares held directly by the McGill Trust; 17,966 shares held directly by the Jordan Fisch Trust; 18,257 shares held directly by the Aaron Paul Trust; and 18,588 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
12. This transaction was executed in multiple trades at prices ranging from $161.28 USD to $162.00 USD. The price reported above reflects the weighted average sale price.
13. Represents 18,289 shares held directly by the McGill Trust; 17,966 shares held directly by the Jordan Fisch Trust; 18,257 shares held directly by the Aaron Paul Trust; and 18,588 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
14. This transaction was executed in multiple trades at prices ranging from $161.00 USD to $162.00 USD. The price reported above reflects the weighted average sale price.
15. Represents 18,289 shares held directly by the McGill Trust; 17,966 shares held directly by the Jordan Fisch Trust; 18,257 shares held directly by the Aaron Paul Trust; and 18,388 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, 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.
Remarks:
/s/ Jennifer Fitzpatrick, as Attorney-in-Fact for Steven M. Paul 02/20/2019
** 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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