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

Reporting relationship: Chief Scientific Officer and Interim Head of R&D
Issuer ticker: SAGE
Reported as of: 31 Jul 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 31 Jul 2025, 12:04:37 UTC
Prior SEC filing: 26 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ Brandon Marsh, attorney in fact for Michael C. Quirk

Key filing fact

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

Key facts

This page summarizes Michael C. Quirk's Form 4 filing for Sage Therapeutics, Inc. (SAGE).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 31 Jul 2025, 12:04.

Change

Previous filing in this sequence was filed on 26 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 0002063117 Primary reporting owner

Quirk Michael C.

Relationship: Chief Scientific Officer and Interim Head of R&D
Address: C/O SAGE THERAPEUTICS, INC., 55 CAMBRIDGE PARKWAY, CAMBRIDGE
Signature: /s/ Brandon Marsh, attorney in fact for Michael C. Quirk
Signature date: 31 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SAGE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -24,999
Change %: -100%
Price
Shares after: 0
Date: 31 Jul 2025
Ownership: Direct
Footnotes: F1, F2

SAGE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -7,962
Change %: -100%
Price
Shares after: 0
Date: 31 Jul 2025
Ownership: Direct
Footnotes: F3, F4

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: -36,000
Change %: -100%
Price
Shares after: 0
Date: 31 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 36,000
Exercise price: $6.97
Footnotes: F5

SAGE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -4,000
Change %: -100%
Price
Shares after: 0
Date: 31 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 4,000
Exercise price: $7.86
Footnotes: F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 5 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 for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of July 31, 2025 (the effective time of the merger, the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (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.

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

Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU").

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment equal to the product of the Closing Amount multiplied by the number of Shares subject to such Company RSU, without interest and subject to the withholding of applicable taxes, plus (ii) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time.

Footnote F5

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.

SEC remarks

Chief Scientific Officer and Interim Head of R&D