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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1. Name and Address of Reporting Person* Shiferman Gregory L. (Last) (First) (Middle) C/O SAGE THERAPEUTICS, INC. 55 CAMBRIDGE PARKWAY (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2024	3. Issuer Name and Ticker or Trading Symbol Sage Therapeutics, Inc. [ SAGE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) See Remarks	5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,967(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy)	(2)	02/12/2034	Common Stock	6,000	23.02	D
Stock Option (Right to buy)	(3)	02/21/2031	Common Stock	20,608	22.2	D

Explanation of Responses:

1. Consists of (i) 153 shares of Common Stock and (ii) 14,814 shares of Common Stock issuable under restricted stock units ("RSUs") awarded to the Reporting Person pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan (the "Plan") that vest periodically subject to the Reporting Person's continued service. Each RSU represents the right to receive one share of Common Stock upon vesting.

2. This option was granted on February 13, 2024, pursuant to the Plan. The shares underlying the option vest over four years, with 25% of the shares vesting on February 13, 2025, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service.

3. This option was granted on February 21, 2024, pursuant to the Plan. The shares underlying the option vest in equal monthly installments over 18 months, with the first installment vesting on March 21, 2024, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service.

Remarks:

Senior Vice President, General Counsel and Secretary Exhibit Index: 24.1 Power of Attorney

	Brandon Marsh, attorney in fact for Gregory Shiferman	11/01/2024
	** 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 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.

POWER OF ATTORNEY


     I, the undersigned, hereby authorize and designate Chris Benecchi
(Chief Operating Officer) and Brandon Marsh (Senior 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.


/s/ Gregory L. Shiferman
Name: Gregory L. Shiferman
Date: November 1, 2024