New insider Quirk Michael C. claimed ownership of 27,108 shares (SEC Form 3)
$SAGE
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc. [ SAGE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. 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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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 27,108(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to buy) | (2) | 01/15/2035 | Common Stock | 36,000 | $6.97 | D | |
| Stock Options (Right to buy) | (3) | 02/20/2034 | Common Stock | 13,052 | $22.2 | D | |
| Stock Options (Right to buy) | (4) | 02/12/2034 | Common Stock | 15,000 | $23.02 | D | |
| Stock Options (Right to buy) | (5) | 10/01/2033 | Common Stock | 3,800 | $19.76 | D | |
| Stock Options (Right to buy) | (6) | 02/12/2033 | Common Stock | 14,318 | $45.28 | D | |
| Stock Options (Right to buy) | (7) | 10/02/2032 | Common Stock | 7,250 | $39.59 | D | |
| Stock Options (Right to buy) | (8) | 02/10/2032 | Common Stock | 5,334 | $43.04 | D | |
| Stock Options (Right to buy) | (9) | 04/27/2030 | Common Stock | 4,945 | $39.87 | D | |
| Stock Options (Right to buy) | (10) | 02/07/2026 | Common Stock | 1,000 | $28.63 | D | |
| Explanation of Responses: |
| 1. Consists of (i) 20,808 shares of Common Stock and (ii) 6,300 shares of Common Stock issuable under restricted stock units ("RSUs") awarded to the Reporting Person pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan (the "2014 Plan") that vest periodically subject to the Reporting Person's continued service. Each RSU represents the right to receive one share of Common Stock upon vesting. |
| 2. This option was granted on January 16, 2025, pursuant to the Sage Therapeutics Inc. 2024 Equity Incentive Plan. The shares underlying the option vest over four years, with 25% of the shares vesting on January 16, 2026, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 3. This option was granted on February 21, 2024, pursuant to the 2014 Plan. The shares underlying the option vest in equal monthly installments over 18 months, with the first installment vested on March 21, 2024, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 4. This option was granted on February 13, 2024, pursuant to the 2014 Plan. The shares underlying the option vest over four years, with 25% of the shares vested on February 13, 2025, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 5. This option was granted on October 2, 2023, pursuant to the 2014 Plan. The shares underlying the option vest over four years, with 25% of the shares vested on September 16, 2024, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 6. This option was granted on February 13, 2023, pursuant to the 2014 Plan. The shares underlying the option vest over four years, with 25% of the shares vested on February 13, 2024, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 7. This option was granted on October 3, 2022, pursuant to the 2014 Plan. The shares underlying the option vest over four years, with 25% of the shares vested on October 1, 2023, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 8. This option was granted on February 11, 2022, pursuant to the 2014 Plan. The shares underlying the option vest over four years, with 25% of the shares vested on February 11, 2023, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service. |
| 9. This option was granted on April 28, 2020, pursuant to the 2014 Plan. The shares underlying the option have vested in full. |
| 10. This option was granted on February 8, 2016, pursuant to the 2014 Plan. The shares underlying the option have vested in full |
| Remarks: |
| Chief Scientific Officer and Interim Head of R&D |
| Brandon Marsh, attorney in fact for Michael C. Quirk | 04/02/2025 | |
| ** 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 5 (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. | ||