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*
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
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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
Stock Option (Right to Buy) $56.27 09/16/2015 A 110,000 (1) 09/16/2025 Common Stock 110,000 $0.00 110,000 D
Explanation of Responses:
1. The stock option award was issued pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. 27,500 shares will vest on September 16, 2016. The remaining shares will vest in equal monthly installments over the 36 months following September 16, 2016.
Remarks:
/s/ Erin Lanciani, Attorney-in-Fact for Anne Marie Cook 09/18/2015
** 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 hereby authorize Kimi Iguchi(Chief Financial Officer),
Erin Lanciani (Vice President, Human Resources), Kelly
Linehan (Associate Director, Business Operations), Mark
Doucette (Senior Director, Accounting and Tax) or Brian
Kiraly (Senior Director/Controller) or their successors
in role or any of them acting as them acting as agent
and attorney-in-fact, with full power of substitution, to:

          (1)  prepare and sign on my behalf any Form 3,
          Form 4 or Form 5 pursuant to Section 16 of the
          Securities Exchange Act of 1934, as amended,
          and file the same with the Securities
          Exchange Commission, NYSE, and
          each stock exchange on which Sage
          Therapeutics, Inc.'s common stock or
          other securities are listed, as required by law;

          (2)  prepare and sign on my behalf any Form 144
          pursuant to the Securities Act of 1933, as
	  amended, and file the same with the Securities
          Exchange Commission, NYSE, and
          each stock exchange on which Sage
          Therapeutics, Inc.'s common stock or
          other securities are listed, as required by law;
          and

          (3) do anything else necessary or proper in
          connection with the foregoing.

This Power of Attorney shall remain in effect as long as
I am an affiliate of Sage Therapeutics, Inc. and shall
not be affected by my subsequent disability or incompetence.

Date:    Septermber 16, 2015

Anne Marie Cook
SVP/General Counsel