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 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*
| C/O SAGE THERAPEUTICS, INC. |
| 215 FIRST STREET |
(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)
| X |
Director |
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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)
06/22/2016
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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)
| X |
Form filed by One Reporting Person |
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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 |
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 |
| Stock Options (Right to buy) |
$28.35
|
06/22/2016 |
|
A |
|
13,922 |
|
|
06/22/2026 |
Common Stock |
13,922 |
$28.35
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13,922 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Anne Marie Cook, as Attorney-in-Fact for James M. Frates |
06/24/2016 |
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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. |
POWER OF ATTORNEY
I, the undersigned, hereby authorize and designate Anne Marie Cook (SVP,
General Counsel), Kimi Iguchi (Chief Financial Officer) and Erin Lanciani
(SVP, People and Organizational Strategy), for as long as they remain
employees of Sage Therapeutics, Inc., and Laurie Burlingame of Goodwin Procter,
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 an executive officer or director 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 SVP, General Counsel of Sage Therapeutics, Inc.
/s/ James Frates
____________________________________________________
(Signature of Executive Officer or Director)
Name: James Frates
Date: 06/22/2016
