Michael F. Cola - 31 Jul 2025 Form 4 Insider Report for Sage Therapeutics, Inc. (SAGE)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
31 Jul 2025, 11:52:10 UTC
Prior SEC filing
13 Jun 2025
Next SEC filing
21 May 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Brandon Marsh, attorney in fact for Michael F. Cola

Key filing fact

Michael F. Cola filed Form 4 for Sage Therapeutics, Inc. (SAGE) on 31 Jul 2025.

Key facts

  • This page summarizes Michael F. Cola's Form 4 filing for Sage Therapeutics, Inc. (SAGE).
  • 1 reported transaction and 1 derivative row are listed below.
  • Accepted by SEC: 31 Jul 2025, 11:52.

Change

  • Previous filing in this sequence was filed on 13 Jun 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001188940 Primary reporting owner

COLA MICHAEL F

Relationship
Director
Address
C/O SAGE THERAPEUTICS, INC., 55 CAMBRIDGE PARKWAY, CAMBRIDGE
Signature
/s/ Brandon Marsh, attorney in fact for Michael F. Cola
Signature date
31 Jul 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SAGE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-21,500
Change %
-100%
Price
Shares after
0
Date
31 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
21,500
Exercise price
$6.77
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Michael F. Cola is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 13, 2025, among Sage Therapeutics, Inc. (the "Issuer"), Supernus Pharmaceuticals, Inc. ("Parent"), and Saphire, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer to purchase all outstanding shares of common stock of the Issuer (each, a "Share") for (i) $8.50 per Share in cash (the "Closing Amount"), plus (ii) one contingent value right ("CVR") per Share, each without interest and subject to the withholding of applicable taxes, and thereafter merged with and into the Issuer, effective as of July 31, 2025 (the effective time of the merger, the "Effective Time").

Footnote F2

(Continued from footnote 1) Each CVR represents the right to receive up to $3.50 per Share in cash upon the satisfaction of specified milestones, as described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 16, 2025.

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") then outstanding and unexercised, whether or not vested, which had a per Share exercise price less than the Closing Amount was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment (without interest and subject to the withholding of applicable taxes) equal to the product of (a) the excess of the Closing Amount over the per Share exercise price of such Company Option, multiplied by (b) the total number of Shares subject to such Company Option immediately prior to the Effective Time, plus (ii) one CVR for each Share subject to such Company Option immediately prior to the Effective Time. Each Company Option, whether or not vested, which had a per Share exercise price greater than or equal to the Closing Amount was cancelled with no consideration payable in respect thereof.

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