SEC Filing | Sage Therapeutics, Inc.

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SEC FORM 3 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^*

Arch Venture Fund VII LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014

3. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc. [ SAGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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
X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,587,301	⁽¹⁾	D⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,380,951	⁽²⁾	D⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	281,137	⁽³⁾	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Arch Venture Fund VII LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, L.P.

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, LLC

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

C/O ARCH VENTURE FUND VII

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last)

(First)

(Middle)

C/O ARCH VENTURE FUND VII

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 3.15-for-1 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

2. The Series B Preferred Stock is convertible into Common Stock on a 3.15-for-1 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

3. The Series C Preferred Stock is convertible into Common Stock on a 3.15-for-1 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

4. ARCH Venture Partners VII, L.P. (the "GPLP"), as the sole general partner of ARCH Venture Fund VII, L.P. ("ARCH"), may be deemed to beneficially own certain of the shares held by ARCH. The GPLP disclaims beneficial ownership of all shares held by ARCH in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners VII, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by ARCH. The GPLLC disclaims beneficial ownership of all shares held by ARCH in which it does not have an actual pecuniary interest. The managing directors of the GPLLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee (together, the "Managing Directors"), are deemed to have voting and dispositive power over the shares held by ARCH, and may be deemed to beneficially own certain of the shares held by ARCH.

5. (Continued from footnote 4) The Managing Directors disclaim beneficial ownership of all shares held by ARCH in which they do not have an actual pecuniary interest.

Remarks:

	By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH	07/17/2014
	By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of GPLP	07/17/2014
	By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of GPLLC	07/17/2014
	By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell	07/17/2014
	By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	07/17/2014
	** 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.
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                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Mark McDonnell his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to
section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th
day of May, 2013.

                                   ARCH VENTURE FUND VII, L.P.

                                   By:  ARCH Venture Partners VII, L.P.
                                        its General Partner

                                        By:  ARCH Venture Partners VII, LLC
                                             its General Partner

                                             By:     /s/ Keith Crandell
                                                  -----------------------------
                                                  Managing Director


                                   ARCH VENTURE PARTNERS VII, L.P.

                                   By:  ARCH Venture Partners VII, LLC
                                        its General Partner

                                             By:   /s/ Keith Crandell
                                                 ------------------------------
                                                 Managing Director


                                   ARCH VENTURE PARTNERS VII, LLC

                                   By:     /s/ Keith Crandell
                                        ---------------------------------------
                                        Managing Director

                                           /s/ Keith Crandell
                                        ---------------------------------------
                                           Keith Crandell

                                           /s/ Robert Nelsen
                                        ----------------------------------------
                                           Robert Nelsen

                                           /s/ Clinton Bybee
                                        ---------------------------------------
                                          Clinton Bybee