SEC Form 5 · accession 0001562180-19-001008

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

• F1451,029 of these shares are held in two grantor retained annuity trusts, each maintained for the benefit of the reporting person. An aggregate of 18,046 of these shares were received in pro rata in-kind distributions to the reporting person as an investment in a private equity fund in transactions exempt pursuant to Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as follows: 182 shares were received in a distribution in the fiscal year ended December 31, 2015; 4,845 shares were received in a distribution in the fiscal year ended December 31, 2016; 11,010 shares were received in a distribution in the fiscal year ended December 31, 2017; and 2,009 shares were received in a distribution in the fiscal year ended December 31, 2018. These distributed shares were included in column 5 of some but not all of the reporting person's prior Section 16 reports.
• F2Represents 121,035 shares that, upon termination of a grantor retained annuity trust, were distributed to the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Jann Paul (the "Jann Paul Irrevocable Trust"), of which the trustee is J.P. Morgan and for which the reporting person is an investment adviser.
• F3Includes 2,869 shares that, upon termination of a grantor retained annuity trust, were previously distributed to the Jann Paul Irrevocable Trust, and which shares were inadvertently omitted from the reporting person's previously disclosed aggregate indirect beneficial ownership. The reporting person disclaims Section 16 beneficial ownership of the shares held in this trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
• F4Represents the aggregate 123,904 shares that the Jann Paul Irrevocable Trust transferred in four equal amounts of 30,976 to the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Morgan McGill (the "McGill Trust"), of which the trustees are J.P. Morgan and Morgan McGill and for which the reporting person is an investment adviser; the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Jordan Fisch (the "Fisch Trust"), of which the trustees are J.P. Morgan and Jordan Fisch and for which the reporting person is an investment adviser; the Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Aaron Paul (the "Aaron Paul Trust"), of which the trustees are J.P. Morgan and Aaron Paul and for which the reporting person is an investment adviser; and and Steven M. Paul Family 2018 Delaware Irrevocable Trust FBO Austin Paul (the "Austin Paul Trust"), of which the trustees are J.P. Morgan and Austin Paul and for which the reporting person is an investment adviser.
• F5Represents 30,976 shares held directly by the McGill Trust; 30,976 shares held directly by the Jordan Fisch Trust; 30,976 shares held directly by the Aaron Paul Trust; and 30,976 shares held directly by the Austin Paul Trust. The reporting person disclaims Section 16 beneficial ownership of the shares held in each of these trusts, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.