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*
Arch Venture Fund VII LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2014
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
X 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 07/23/2014 C 1,587,301 A (1) 1,587,301 D(4)(5)
Common Stock 07/23/2014 C 2,380,951 A (2) 3,968,252 D(4)(5)
Common Stock 07/23/2014 C 281,137 A (3) 4,249,389 D(4)(5)
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
Series A Preferred Stock (1) 07/23/2014 C 5,000,000 (1) (1) Common Stock 1,587,301 (1) 0 D(4)(5)
Series B Preferred Stock (2) 07/23/2014 C 7,500,000 (2) (2) Common Stock 2,380,951 (2) 0 D(4)(5)
Series C Preferred Stock (3) 07/23/2014 C 885,583 (3) (3) Common Stock 281,137 (3) 0 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 IL 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 IL 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 IL 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 IL 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 IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock automatically converted into Common Stock on a 3.15-for-1 basis at the closing of the Issuer's initial public offering for no consideration, and had no expiration date
2. The Series B Preferred Stock automatically converted into Common Stock on a 3.15-for-1 basis at the closing of the Issuer's initial public offering for no consideration, and had no expiration date
3. The Series C Preferred Stock automatically converted into Common Stock on a 3.15-for-1 basis at the closing of the Issuer's initial public offering for no consideration, and had 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.
5. (Continued from footnote 4) 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. 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 07/23/2014
By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of GPLP 07/23/2014
By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of GPLLC 07/23/2014
By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Keith Crandell 07/23/2014
By: /s/ Mark McDonnell, Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 07/23/2014
** 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 4 (b)(v).
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