Form 4: Sage Therapeutics Insider Equity Cashed Out in $8.50 Deal
Rhea-AI Filing Summary
COO Christopher Benecchi filed a Form 4 to record the disposition of all Sage Therapeutics (SAGE) equity in connection with the cash-tender/merger by Supernus Pharmaceuticals that closed on 31 Jul 2025. At the merger’s Effective Time every SAGE share was canceled and converted into the right to receive $8.50 in cash plus one contingent value right (CVR) worth up to $3.50.
- Common stock: 28,053 shares disposed.
- RSUs: 36,375 units became fully vested, then converted to cash (36,375 × $8.50) & CVRs.
- Options: 52,500 options (12,500 @ $6.05; 40,000 @ $6.97) were cashed out for the intrinsic value difference and CVRs.
Following these transactions Benecchi reports zero remaining ownership. The filing confirms the merger’s closing mechanics and final consideration structure for equity holders; future upside now depends solely on the achievement of CVR milestones.
Positive
- $8.50 per-share cash payout locked in, giving shareholders definitive liquidity.
- CVR worth up to $3.50 per share offers additional upside if milestones are met.
Negative
- Insider no longer retains SAGE equity, reducing management alignment going forward.
- Future value depends on uncertain CVR milestones; no further participation in common stock upside.
Insights
TL;DR: Filing confirms merger closing; insider equity converted to $8.50 cash + CVR, leaving no residual stake.
The Form 4 provides transactional proof that Supernus’s acquisition of Sage completed on 31 Jul 2025. All employee equity—shares, RSUs and in-the-money options—was cashed out at the agreed $8.50 price, delivering immediate liquidity and eliminating dilution risk. The additional CVR gives holders contingent upside but shifts value realisation to future milestones. Because the deal terms were announced on 13 Jun 2025, the filing is largely procedural; however, it removes any residual uncertainty over closing and establishes the base for CVR tracking. Shareholders should now focus on milestone probability rather than SAGE equity performance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 12,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 40,000 | $0.00 | -- |
| Disposition | Common Stock | 28,053 | $0.00 | -- |
| Disposition | Common Stock | 36,375 | $0.00 | -- |
Footnotes (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. (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. Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU"). Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment equal to the product of the Closing Amount multiplied by the number of Shares subject to such Company RSU, without interest and subject to the withholding of applicable taxes, plus (ii) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time. 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.
