[Form 4] Sage Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 indicates that Director Elizabeth A. Barrett’s equity in Sage Therapeutics (SAGE) was cashed-out on 07/31/2025 when Supernus Pharmaceuticals closed its merger with Sage. Barrett’s remaining 3,000 common shares were cancelled and converted into the right to receive $8.50 per share in cash plus one contingent value right (CVR) of up to $3.50 per share. In Table II, a fully-vested option for 21,500 shares with a $6.77 strike was also cancelled; the optionholder will receive (i) cash equal to the intrinsic value of $1.73 per share (≈$37.2 k before tax) and (ii) 21,500 CVRs. Options with strikes at or above $8.50 received no consideration.

Post-transaction, Barrett reports zero direct or indirect ownership. The filing is purely mechanical, reflecting completion of the cash-tender offer and short-form merger outlined in the 06/13/2025 Merger Agreement. No new shares were bought or sold on the open market, and the disclosure does not introduce additional financial guidance. For investors, the document confirms the merger’s effective time, cash consideration, and CVR structure already disclosed in earlier filings.

Positive

• Merger consummation confirmed, providing cash liquidity of $8.50 per share plus CVR upside to shareholders.

Negative

• Insider stake reduced to zero, eliminating an internal alignment signal for any residual CVR value.

Insights

Corporate Governance Analyst

TL;DR: Filing is administrative; confirms cash-out terms and insider exit after Supernus–Sage merger.

The Form 4 shows statutory conversion of an insider’s equity rather than discretionary trading. Cash consideration of $8.50 aligns with previously announced deal terms and imposes no incremental dilution. CVRs offer upside if milestones (unspecified here) are met, but risk remains that milestones fail, yielding zero. Insider ownership now drops to nil, typical when target company becomes subsidiary and board seats dissolve. Impact: neutral; market has already priced the merger close, and no new economic variables are introduced.

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Barrett Elizabeth A.

(Last) (First) (Middle)

C/O SAGE THERAPEUTICS, INC.

55 CAMBRIDGE PARKWAY

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc. [ SAGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/31/2025		U(1)(2)		3,000	D	(1)(2)	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 Option (Right to Buy)	$6.77	07/31/2025		D			21,500	(3)	06/10/2034	Common Stock	21,500	(3)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 13, 2025, among Sage Therapeutics, Inc. (the "Issuer"), Supernus Pharmaceuticals, Inc. ("Parent"), and Saphire, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of July 31, 2025 (the effective time of the merger, the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $8.50 per Share in cash (the "Closing Amount"), plus (ii) one contingent value right ("CVR") per Share, each without interest and subject to the withholding of applicable taxes.

2. (Continued from footnote 1) Each CVR represents the right to receive up to $3.50 per Share in cash upon the satisfaction of specified milestones, as described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 16, 2025.

3. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") then outstanding and unexercised, whether or not vested, which had a per Share exercise price less than the Closing Amount was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment (without interest and subject to the withholding of applicable taxes) equal to the product of (a) the excess of the Closing Amount over the per Share exercise price of such Company Option, multiplied by (b) the total number of Shares subject to such Company Option immediately prior to the Effective Time, plus (ii) one CVR for each Share subject to such Company Option immediately prior to the Effective Time. Each Company Option, whether or not vested, which had a per Share exercise price greater than or equal to the Closing Amount was cancelled with no consideration payable in respect thereof.

	/s/ Brandon Marsh, attorney in fact for Elizabeth Barrett	07/31/2025
	** 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 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).
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FAQ

What cash amount did SAGE shareholders receive at closing?

Each share was converted into $8.50 in cash plus one CVR worth up to an additional $3.50.

How many SAGE shares did Director Elizabeth Barrett dispose of?

The filing reports the disposition of 3,000 common shares at the merger’s effective time.

What happened to outstanding SAGE stock options with a $6.77 strike?

21,500 options were cancelled and cashed out for their $1.73 intrinsic value per share plus CVRs for each underlying share.

Does Barrett retain any ownership in Sage Therapeutics after the merger?

No. After the cash-out, the reporting person lists zero direct or indirect beneficial ownership.

Are new milestones or CVR terms disclosed in this Form 4?

No. The CVR structure is referenced but detailed milestones were described in earlier SEC filings, not in this document.