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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
8725 WEST HIGGINS ROAD, SUITE 290 |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc.
[ SAGE ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2015
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
06/18/2015 |
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J
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1,062,345 |
D |
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2,124,699 |
D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
8725 WEST HIGGINS ROAD, SUITE 290 |
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(Street)
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1. Name and Address of Reporting Person*
8725 WEST HIGGINS ROAD, SUITE 290 |
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(Street)
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1. Name and Address of Reporting Person*
8725 WEST HIGGINS ROAD, SUITE 290 |
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(Street)
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1. Name and Address of Reporting Person*
C/O ARCH VENTURE FUND VII |
8725 WEST HIGGINS ROAD, SUITE 290 |
(Street)
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1. Name and Address of Reporting Person*
C/O ARCH VENTURE FUND VII |
8725 WEST HIGGINS ROAD, SUITE 290 |
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P. |
06/20/2015 |
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/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner ARCH Venture Partners VII, L.P. |
06/20/2015 |
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/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of ARCH Venture Partners VII, LLC |
06/20/2015 |
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/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell |
06/20/2015 |
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/s/ Mark McDonnell as Attorney-in-Fact for Clinton Bybee |
06/20/2015 |
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** 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. |
POWERS 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 general partner of any partnership, pursuant to Sections 13 and 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 By-laws of
the National Association of Securities Dealers, Inc., 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.
ARCH VENTURE FUND V, L.P.
By: ARCH Venture Partners V, L.P.
Its General Partner
By: ARCH Venture Partners V, LLC
Its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE FUND III, L.P.
By: ARCH Venture Partners, LLC
its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE FUND II, L.P.
By: ARCH Management Partners II, L.P.
Its General Partner
By: ARCH Venture Partners, L.P.
Its General Partner
By: ARCH Venture Corporation
Its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH V ENTREPRENEURS FUND V, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
Its General Partner
By: /s/ Keith Crandell
Managing Director
HEALTHCARE FOCUS FUND, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
Its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE PARTNERS V, L.P.
By: ARCH Venture Partners V, LLC
Its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE PARTNERS V, LLC
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE PARTNERS, LLC
By: /s/ Keith Crandell
Managing Director
ARCH MANAGEMENT PARTNERS II, L.P.
By: ARCH Venture Partners, L.P.
Its General Partner
By: ARCH Venture Corporation
Its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE PARTNERS, L.P.
By: ARCH Venture Corporation
Its General Partner
By: /s/ Keith Crandell
Managing Director
ARCH VENTURE CORPORATION
By: /s/ Keith Crandell
Managing Director
/s/ Steven Lazarus
Steven Lazarus
/s/ Keith Crandell
Keith Crandell
/s/ Robert Nelsen
Robert Nelsen
/s/ Clinton Bybee
Clinton Bybee