SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Shiferman Gregory L. (Last) (First) (Middle) C/O SAGE THERAPEUTICS, INC. 55 CAMBRIDGE PARKWAY (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2024	3. Issuer Name and Ticker or Trading Symbol Sage Therapeutics, Inc. [ SAGE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,967(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy)	(2)	02/12/2034	Common Stock	6,000	$23.02	D
Stock Option (Right to buy)	(3)	02/21/2031	Common Stock	20,608	$22.2	D

Explanation of Responses:

1. Consists of (i) 153 shares of Common Stock and (ii) 14,814 shares of Common Stock issuable under restricted stock units ("RSUs") awarded to the Reporting Person pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan (the "Plan") that vest periodically subject to the Reporting Person's continued service. Each RSU represents the right to receive one share of Common Stock upon vesting.

2. This option was granted on February 13, 2024, pursuant to the Plan. The shares underlying the option vest over four years, with 25% of the shares vesting on February 13, 2025, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service.

3. This option was granted on February 21, 2024, pursuant to the Plan. The shares underlying the option vest in equal monthly installments over 18 months, with the first installment vesting on March 21, 2024, and the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service.

Remarks:

Senior Vice President, General Counsel and Secretary Exhibit Index: 24.1 Power of Attorney

	Brandon Marsh, attorney in fact for Gregory Shiferman	11/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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