SEC Form 4 · accession 0000899243-16-027720

Sage Therapeutics, Inc. · SAGE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On August 19, 2016, Third Rock Ventures II, L.P. ("TRV II") distributed, for no consideration, 1,000,000 shares of Common Stock of the Issuer (the "Shares") to its limited partners and to Third Rock Ventures GP II, L.P. ("TRV GP II"), the general partner of TRV II, representing each such partner's pro rata interest in such Shares. On the same date, TRV GP II distributed, for no consideration, the Shares it received in the distribution by TRV II to its partners, representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
• F2These shares are directly held by TRV II. The general partner of TRV II is TRV GP II. The general partner of TRV GP II is TRV GP II, LLC ("TRV GP II LLC"). The individual managers of TRV GP II LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP II, TRV GP II LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
• F3Includes 73,691 Shares received in connection with the distribution from TRV GP II described in footnote (1) above.
• F4The shares are directly hold by Dr. Robert Tepper.
• F5The shares are directly held by Mark Levin.