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*
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)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chief Medical Officer
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2016
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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 Option (Right to Buy) |
$38.25
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12/08/2016 |
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A |
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14,400 |
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12/08/2016 |
01/23/2025 |
Common Stock |
14,400 |
$0.00
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68,000
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D |
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Explanation of Responses: |
Remarks: |
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/s/ Anne Marie Cook as Attorney-in-Fact for Stephen Kanes |
12/14/2016 |
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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),Erin Lanciani (Vice President,
Human Resources), 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 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 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, 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) 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) 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 of Sage Therapeutics, Inc. and shall
not be affected by my subsequent disability or incompetence.
I make revoke this Power of Attorney by written notice
delivered, in person or by nationally recognized courier,
to the attention of SVP, General Counsel of Sage Therapeutics.
Date: April 21, 2016
/s/ Steve Kanes
Steve Kanes
(name and signature of Officer or Director)