[Form 4] Sage Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

Sage Therapeutics (SAGE) – Form 4, 31 Jul 2025. President & CEO Barry E. Greene reports automatic disposition of all remaining equity as Sage was merged into Supernus Pharmaceuticals on the same date. Two non-derivative lines show:

• 46,940 common shares coded “U” (exempt) and 53,229 shares coded “D”, both cancelled for $8.50 cash per share plus one contingent value right (CVR) of up to $3.50.

Derivative table records cancellation of 174,000 stock options (exercise price $6.97) for cash equal to the $8.50–strike spread and one CVR per underlying share. Options with strikes ≥ $8.50 received no consideration (per footnote 3). After settlement, Greene reports 0 shares and 0 options held.

Filings confirm the closing of the cash-tender-offer merger first announced 13 Jun 2025. Sage common stock will cease trading; shareholders now hold cash and CVRs that may add up to $3.50 per share on milestone achievement.

Positive

• Merger consummation delivers immediate $8.50 per share cash to holders plus CVR upside of up to $3.50.

Negative

• All options with strikes ≥ $8.50 were cancelled with no payout, eliminating potential in-the-money leverage for former employees.

Insights

M&A Specialist

TL;DR – Form 4 signals merger close; Sage equity converted to cash & CVRs.

The insider’s complete disposition corroborates legal consummation of the Supernus–Sage merger. Cash consideration ($8.50) is fixed; upside now resides solely in deferred CVRs tied to milestone triggers. Cancellation of in-the-money options at intrinsic value removes potential overhang and finalises equity roll-up. Impact is largely mechanical for existing holders but confirms deal closure and transition to CVR-only exposure.

Portfolio Manager

TL;DR – Nothing left to trade; position converts to cash plus optionality.

Greene’s zero post-transaction holdings highlight that Sage common has been extinguished. For investors, realised value equals $8.50 now, with contingent upside capped at $3.50 on milestones. Risk profile shifts from biotech execution to binary CVR events. Liquidity moves from equity markets to eventual cash distributions. This filing is confirmatory, not value-changing.

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

OMB APPROVAL

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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^*

Greene Barry E

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		46,940	D	(1)(2)	0	D
Common Stock	07/31/2025		D(1)(2)		53,229	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)	$6.97	07/31/2025		D			174,000	(3)	01/16/2035	Common Stock	174,000	(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 Barry E. Greene	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 did Sage Therapeutics (SAGE) shareholders receive at closing?

Each share was converted into $8.50 in cash plus one CVR worth up to $3.50 on future milestones.

Why did Barry E. Greene report stock dispositions on Form 4?

His 46,940 shares and 174,000 options were automatically cancelled for the merger consideration, leaving him with zero holdings.

When did the Supernus–Sage merger become effective?

The merger closed on 31 July 2025, the effective time noted in the filing.

How many Sage stock options were cancelled?

A total of 174,000 options at $6.97 strike were settled for cash plus CVRs; higher-strike options were forfeited.

Does Sage Therapeutics common stock still trade after 31 July 2025?

No. The equity was cancelled in the merger; investors now only hold cash proceeds and CVRs.