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)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Business Officer
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3. Date of Earliest Transaction
(Month/Day/Year)
05/01/2017
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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) |
$73.43
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05/01/2017 |
|
A |
|
185,000 |
|
|
05/01/2027 |
Common Stock |
185,000 |
$0.00
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185,000 |
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 Michael Cloonan |
05/04/2017 |
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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. |
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of
Anne Marie Cook, Kimi Iguchi and Laurie A. Burlingame
and each of them individually, and with full power of
substitution, the undersigned's true and lawful
attorney-in-fact to:
(1) Complete and execute for and on behalf
of the undersigned, in the undersigned's capacity as
an officer, director and/or ten percent (10%) shareholder
of Sage Therapeutics, Inc., a Delaware corporation
(the "Company") any and all instruments, certificates
and documents required to be executed on behalf of the
undersigned as an individual or on behalf of the
undersigned's company or partnership, as
the case may be, pursuant to Section 13 and Section 16
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")or the rules and regulations
thereunder;
(2)Do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and execute any such instruments, certificates
or documents required to be filed pursuant to Sections
13 and 16 of the Exchange Act or the rules or
regulations thereunder and timely file such forms
with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3)Take any other action of any type whatsoever
in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the
bestinterest of, or legally required by, the
undersigned,it being understood that the documents
executed by any such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such
terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact,
acting singly, full power and authority to do and perform
any and every act which is necessary, proper or desirable
to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that any such attorney-in-fact,
or any such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply
with Section 13 or Section 16 of the Exchange Act or the
rules or regulations thereunder. The undersigned hereby
agrees to indemnify each attorney-in-fact and the Company
from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided
by the undersigned to such attorney-in fact.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file any
instruments, certificates and documents pursuant to
Section 13 and 16 of the Exchange Act or the rules or
regulations thereunder with respect to the undersigned's
holdings of and transactions in securities issued by
the Company, unless earlier revoked by the undersigned i
in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of April 25, 2017.
/s/ Michael Cloonan
________________________________________________
(Signature of Executive Officer or Director)
