Sec Form 3 Filing - Quirk Michael C. @ Sage Therapeutics, Inc. - 2025-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Quirk Michael C.
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)
See Remarks
(Last) (First) (Middle)
C/O SAGE THERAPEUTICS, INC., 55 CAMBRIDGE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2025
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 27,108 ( 1 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Options (Right to buy) $ 6.97 ( 2 ) 01/15/2035 Common Stock 36,000 < /td> D
Stock Options (Right to buy) $ 22.2 ( 3 ) 02/20/2034 Common Stock 13,052 D
Stock Options (Right to buy) $ 23.02 ( 4 ) 02/12/2034 Common Stock 15,000 D
Stock Options (Right to buy) $ 19.76 ( 5 ) 10/01/2033 Common Stock 3,800 D
Stock Options (Right to buy) $ 45.28 ( 6 ) 02/12/2033 Common Stock 14,318 D
Stock Options (Right to buy) $ 39.59 ( 7 ) 10/02/2032 Common Stock 7,250 D
Stock Options (Right to buy) $ 43.04 ( 8 ) 02/10/2032 Common Stock 5,334 D
Stock Options (Right to buy) $ 39.87 ( 9 ) 04/27/2030 Common Stock 4,945 D
Stock Options (Right to buy) $ 28.63 ( 10 ) 02/07/2026 Common Stock 1,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Quirk Michael C.
C/O SAGE THERAPEUTICS, INC.
55 CAMBRIDGE PARKWAY
CAMBRIDGE, MA02142
See Remarks
Signatures
Brandon Marsh, attorney in fact for Michael C. Quirk 04/02/2025
Signature of Reporting Person Date
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.
( 10 )This option was granted on February 8, 2016, pursuant to the 2014 Plan. The shares underlying the option have vested in full
( 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.

Remarks:
Chief Scientific Officer and Interim Head of R&D

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