Sage Therapeutic SEC Filings

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.

Director Michael F. Cola filed a Form 4 after Sage Therapeutics (SAGE) completed its merger with Supernus Pharmaceuticals on 07/31/2025. The agreement paid shareholders $8.50 cash plus one contingent value right (CVR) of up to $3.50 per share.

Cola’s only reported transaction is the disposition of 21,500 stock options with a $6.77 exercise price. At the effective time, all in-the-money options vested automatically and were cancelled in exchange for: (i) cash equal to the spread between the $8.50 merger price and the $6.77 strike (≈ $1.73 per option) and (ii) one CVR for each underlying share. Options with strike prices at or above $8.50 were cancelled for no consideration, leaving the reporting person with zero derivative securities in the issuer.

The filing confirms the merger’s close, cash payout mechanics, and termination of Section 16 insider status.

Form 4 highlights – Sage Therapeutics (SAGE): Director George Golumbeski reported the mandatory disposition of all remaining equity interests at the 31 Jul 2025 close of Sage’s merger with Supernus Pharmaceuticals.

• Common stock: 8,000 shares converted under Transaction Code “U” (merger) and cancelled for the right to receive $8.50 cash per share plus one contingent value right (CVR) of up to $3.50/share.
• In-the-money options: 13,593 options (strike $6.14) expiring 3 Jan 2035 and 21,500 options (strike $6.77) expiring 10 Jun 2035 were cancelled; each optionholder will receive cash equal to ($8.50 – strike) × shares plus the same CVR count.
• All equity with strike ≥ $8.50 received no consideration; none were reported.
• Post-merger ownership: 0 shares/options reported, indicating the director no longer holds SAGE securities.

The filing is procedural, confirming that Sage shareholders received immediate liquidity at closing and potential future milestone payments through the CVRs.

Form 4 highlights: Sage Therapeutics (SAGE) director Geno J. Germano reported the automatic cancellation of 21,500 stock options with a $6.77 exercise price on 07/31/2025, the effective date of Sage’s merger with Supernus Pharmaceuticals. Under the Merger Agreement, each option was deemed fully vested and exchanged for (i) cash equal to the $8.50 per-share tender price minus the $6.77 strike and (ii) one contingent value right (CVR) for each underlying share. Each CVR can pay up to $3.50 in cash if post-closing milestones are met.

Following the conversion, Germano reports zero derivative securities or common shares, indicating a complete exit of equity exposure. Options with strikes at or above $8.50 received no consideration. The filing is administrative in nature and confirms consummation of the cash-and-CVR merger; no new insider purchases or sales of Sage stock occurred on the open market.