Shiferman Gregory L. sold SAGE

Footnotes

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.; (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.