SEC Form 4 · accession 0000899243-19-003668
Sage Therapeutics, Inc. · SAGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin P Starr
Director
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 5:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001597553
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 12, 2019 | S$0 | 0 | $0.00 | D | 0 | I | See Footnote |
| Common Stock | holding | — | — | — | 302,817 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 12, 2019, Third Rock Ventures II, L.P. ("TRV II") sold 37,362 shares of Common Stock of the Issuer in multiple transactions at prices ranging from $153.60 to $154.51, inclusive, at a weighted average price per share of $154.2096. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1). Following the reported transaction, TRV II held zero shares of Common Stock of the Issuer.
- F2These shares are directly held by TRV II. The general partner of TRV II is Third Rock Ventures GP II, L.P. ("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, Kevin Starr ("Starr") and Dr. Robert Tepper. Due to an ethical wall between Mr. Starr and each of TRV II, TRV GP II and TRV GP II LLC that prevents (i) the sharing of information related to the Issuer between Mr. Starr and the foregoing funds and their respective representatives and (ii) participation in investment decisions with respect to the common stock of the Issuer held by TRV II, Starr 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.