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* Cook Anne Marie (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 Officer (give title below) Other (specify below) SVP, GC & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 08/05/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	08/05/2024		A		13,500(1)	A	$0.00	28,543(2)	D
Common Stock	08/05/2024		F		4,503	D	$8.96	24,040	D

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. On February 13, 2024, the reporting person was granted Performance Stock Units (PSUs) to acquire a total of 33,750 shares of common stock. The PSUs vest upon the achievement of certain milestones, one of which was met on August 5, 2024, resulting in the vesting of the PSUs as to 13,500 shares.

2. Reflects beneficial ownership balance which includes 1,112 shares purchased on June 28, 2024 under the Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan.

Remarks:

	Brandon Marsh, attorney in fact for COOK, ANNE MARIE	08/07/2024
	** 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 (Senior Vice President, General Counsel), Kimi Iguchi (Chief
Financial Officer) and Brandon Marsh (Director, Corporate Counsel),
for as long as they remain employees of Sage Therapeutics, Inc., and
Stuart Falber of WilmerHale, 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 a director or
executive officer 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 Senior Vice
President, General Counsel of Sage Therapeutics, Inc.

Name: Anne Marie Cook
Date: 5/20/2024