View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
IGUCHI KIMI
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2020
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) $39.87 04/28/2020 A 9,450 (1) 04/28/2030 Common Stock 9,450 $0.00 9,450 D
Explanation of Responses:
1. The securities awarded on April 28, 2020 were in the form of stock options issued pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. 25% of the shares of common stock underlying this stock option award will vest on April 28, 2021, and the remaining 75% of the shares of common stock underlying this stock option award will vest on April 28, 2022, subject, in each case, to the Reporting Person's continued employment with the Issuer on each of the applicable vesting dates.
Remarks:
/s/ Jennifer Fitzpatrick, as Attorney-in-Fact for Kimi Iguchi 04/30/2020
** 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), 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/ Kimi Iguchi
		    ___________________________________________________
                    (Signature of Executive Officer or Director)


                    Name:  Kimi Iguchi, Chief Financial Officer

                    Date:    1/23/2019