Madison Avenue Group Reports 9.7% Stake in SAGE (6.08M Shares)

Rhea-AI Filing Summary

The Reporting Persons — Madison Avenue International LP, Madison Avenue Partners LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC and Eli Samaha — disclosed beneficial ownership of 6,077,065 shares of Sage Therapeutics common stock, representing approximately 9.7% of the 62,620,694 shares used as the basis for the calculation. The ownership is reported as shared voting and shared dispositive power, with no sole voting or dispositive power claimed.

The statement was filed on Schedule 13G, indicating a passive stake, and includes a certification that the securities were not acquired to change or influence control of the issuer.

Positive

• Material disclosure of 6,077,065 shares (approximately 9.7% of the class), which provides transparency to the market
• Filed on Schedule 13G, indicating the Reporting Persons represent a passive stake and include a certification they are not seeking to change control

Negative

• None.

Insights

Financial Analyst

TL;DR A substantial passive position of 9.7% is disclosed, notable for size but presented as non-control.

The reported 6,077,065-share position is material relative to outstanding stock and is large enough to influence trading dynamics or trigger investor attention. The Schedule 13G form and the certification that the securities were not acquired to change control suggest the Reporting Persons intend a passive investment stance rather than activist engagement. For investors, the key implications are transparency of ownership and potential for market impact without an explicit governance agenda.

Corporate Governance Expert

TL;DR Group ownership near 10% requires monitoring, but Schedule 13G filing signals passive intent and no declared control attempt.

The aggregated ownership by related entities and an individual highlights a connected ownership structure where Madison Avenue-affiliated entities and Eli Samaha are deemed beneficial owners. The filing discloses shared voting and dispositive power, not sole control. Governance risk is limited by the explicit certification denying control-seeking purposes, yet the economic stake remains significant and merits attention to any future amendments or Schedule 13D filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Sage Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share (the "Common Stock")

(Title of Class of Securities)

78667J108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 78667J108

1

Names of Reporting Persons

Madison Avenue Partners LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,077,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,077,065.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,077,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 78667J108

1

Names of Reporting Persons

Madison Avenue International LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,077,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,077,065.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,077,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 78667J108

1

Names of Reporting Persons

EMAI Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,077,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,077,065.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,077,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 78667J108

1

Names of Reporting Persons

Madison Avenue GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,077,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,077,065.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,077,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 78667J108

1

Names of Reporting Persons

Caraway Jackson Investments LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,077,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,077,065.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,077,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 78667J108

1

Names of Reporting Persons

Eli Samaha

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,077,065.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,077,065.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,077,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sage Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 55 CAMBRIDGE PARKWAY, CAMBRIDGE, Massachusetts, 02142
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: - Madison Avenue International LP, - Madison Avenue Partners, LP, - EMAI Management, LLC, - Madison Avenue GP, LLC, - Caraway Jackson Investments LLC, and - Eli Samaha.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
(c)	Citizenship: Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share (the "Common Stock")
(e)	CUSIP No.: 78667J108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2025, Madison Avenue International LP beneficially owned 6,077,065 shares of Common Stock. Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP. EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP. Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the Common Stock owned directly by Madison Avenue International LP. Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the Common Stock owned by Madison Avenue International LP.
(b)	Percent of class: The following percentage is based on 62,620,694 Common Stock outstanding as of April 16, 2025, as disclosed in the Issuer's Annual Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2025. As of June 30, 2025, the Reporting Persons may be deemed to have beneficially owned approximately 9.7% of the outstanding Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit A of the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on April 1, 2025.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Madison Avenue Partners LP

Signature:	s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member of EMAI Management, LLC, the General Partner of Madison Avenue Partners, LP
Date:	08/14/2025

Madison Avenue International LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager of Madison Avenue GP, LLC, the General Partner of Madison Avenue International LP
Date:	08/14/2025

EMAI Management, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member
Date:	08/01/2025

Madison Avenue GP, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager
Date:	08/14/2025

Caraway Jackson Investments LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Member
Date:	08/14/2025

Eli Samaha

Signature:	Eli Samaha
Name/Title:	ELI SAMAHA
Date:	08/14/2025

FAQ

Who filed the Schedule 13G/A for Sage Therapeutics (SAGE)?

The filing was made by Madison Avenue International LP, Madison Avenue Partners LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC and Eli Samaha.

How many SAGE shares do the Reporting Persons beneficially own?

They reported beneficial ownership of 6,077,065 shares of Sage Therapeutics common stock.

What percentage of SAGE does the disclosed stake represent?

The position represents approximately 9.7% of the class, based on 62,620,694 shares used for the calculation.

Does the Schedule 13G/A indicate an intent to influence control of SAGE?

The filing includes a certification that the securities were not acquired and are not held to change or influence control of the issuer, indicating a passive intent.

What voting and dispositive powers are reported for the stake?

The Reporting Persons report 0 sole voting and 0 sole dispositive power and 6,077,065 shared voting and shared dispositive power.