Sec Form 13G Filing - Third Rock Ventures II L.P. filing for Sage Therapeutics Inc. (SAGE) - 2018-02-13

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

Sage Therapeutics, Inc.

(Name of Issuer)

 

 

COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

78667J108

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☑ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 2 of 12 Pages

 

1.		NAMES OF REPORTING PERSONS   Third Rock Ventures II, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☑
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   547,916
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   547,916
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   547,916
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.3% (1)
12.		TYPE OF REPORTING PERSON   PN

 

(1)	The percent of class was calculated based on 41,583,460 shares of common stock issued and outstanding as of November 17, 2017, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on November 15, 2017.

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 3 of 12 Pages

 

1.		NAMES OF REPORTING PERSONS   Third Rock Ventures GP II, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☑
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   547,916
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   547,916
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   547,916
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.3% (1)
12.		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 4 of 12 Pages

 

1.		NAMES OF REPORTING PERSONS   TRV GP II, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☑
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   547,916
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   547,916
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   547,916
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.3% (1)
12.		TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 5 of 12 Pages

 

1.		NAMES OF REPORTING PERSONS   Mark Levin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☑
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   273,263
				6.		SHARED VOTING POWER   547,916
				7.		SOLE DISPOSITIVE POWER   273,263
				8.		SHARED DISPOSITIVE POWER   547,916
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   821,179
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.0% (1)
12.		TYPE OF REPORTING PERSON   IN

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 6 of 12 Pages

 

1.		NAMES OF REPORTING PERSONS   Kevin P. Starr
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☑
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   351,107 (2)
				6.		SHARED VOTING POWER   547,916
				7.		SOLE DISPOSITIVE POWER   351,107 (2)
				8.		SHARED DISPOSITIVE POWER   547,916
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   899,023 (2)
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.2% (1)
12.		TYPE OF REPORTING PERSON   IN

 

(2)	This number includes options to purchase 27,844 shares of common stock exercisable within 60 days of December 31, 2017.

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 7 of 12 Pages

 

1.		NAMES OF REPORTING PERSONS   Robert I. Tepper
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☑
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   221,537
				6.		SHARED VOTING POWER   547,916
				7.		SOLE DISPOSITIVE POWER   221,537
				8.		SHARED DISPOSITIVE POWER   547,916
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   769,453
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.9% (1)
12.		TYPE OF REPORTING PERSON   IN

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 8 of 12 Pages

 

Item 1.				Issuer
		(a)		Name of Issuer:
				Sage Therapeutics, Inc. (the “Issuer”)
		(b)		Address of Issuer’s Principal Executive Offices:
				215 First Street Cambridge, MA 02142
Item 2.				Filing Person
		(a) – (c)		Name of Persons Filing; Address; Citizenship:
						(i)		Third Rock Ventures II, L.P. (“TRV II”);
						(ii)		Third Rock Ventures GP II, L.P. (“TRV GP II”), which is the sole general partner of TRV II;
						(iii)		TRV GP II, LLC (“TRV GP II LLC”), which is the sole general partner of TRV GP II;
						(iv)		Mark Levin (“Levin”), a managing member of TRV GP II LLC;
						(v)		Kevin P. Starr (“Starr”), a managing member of TRV GP II LLC; and
						(vi)		Robert I. Tepper (“Tepper,” and collectively with TRV II, TRV GP II, TRV GP II LLC, Levin and Starr, the “Reporting Persons”), a managing member of TRV GP II LLC.
				The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 29 Newbury Street, 3rd Floor, Boston, MA 02116.
				Each of TRV II and TRV GP II is a Delaware limited partnership. TRV GP II LLC is a Delaware limited liability company. Levin, Tepper and Starr are United States citizens.
		(d)		Title of Class of Securities:
				Common stock, $0.0001 par value per share, (the “Common Stock”).
		(e)		CUSIP Number:   78667J108
Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
		(a)		☐				Broker or dealer registered under Section 15 of the Act;
		(b)		☐				Bank as defined in Section 3(a)(6) of the Act;
		(c)		☐				Insurance company as defined in Section 3(a)(19) of the Act;
		(d)		☐				Investment company registered under Section 8 of the Investment Company Act of 1940;
		(e)		☐				An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
		(f)		☐				An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
		(g)		☐				A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
		(h)		☐				A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		☐				A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
		(j)		☐				A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
		(k)		☐				Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 9 of 12 Pages

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.

Ownership.

(a) and (b) Amount beneficially owned:

 

(i)

TRV II directly owns 547,916 shares of Common Stock (the “Shares”), which represents approximately 1.3% of the outstanding shares of Common Stock.

 

(ii)

TRV GP II is the general partner of TRV II and m ay be deemed to beneficially own the Shares.

 

(iii)

TRV GP II LLC is the general partner of TRV GP II and may be deemed to beneficially own the Shares.

 

(iv)

As a managing member of TRV GP II LLC, Levin may be deemed to beneficially own the Shares. Additionally, as of December 31, 2017, Levin directly owns 273,263 shares of Common Stock. As a result, Levin may be deemed to beneficially own an aggregate of 821,179 shares of Common Stock, which represents approximately 2.0% of the outstanding shares of Common Stock.

 

(v)

As a managing member of TRV GP II LLC, Tepper may be deemed to beneficially own the Shares. Additionally, as of December 31, 2017, Tepper directly owns 221,537 shares of Common Stock. As a result, Tepper may be deemed to beneficially own an aggregate of 769,453 shares of Common Stock, which represents approximately 1.9% of the outstanding shares of Common Stock.

 

(vi)

As a managing member of TRV GP II LLC, Starr may be deemed to beneficially own the Shares. Additionally, as of December 31, 2017, Starr directly owns 323,263 shares of Common Stock and 27,844 shares of Common Stock issuable upon the exercise of outstanding options within 60 days of December 31, 2017. As a result, Starr may be deemed to beneficially own an aggregate of 899,023 shares of Common Stock, which represents approximately 2.2% of the outstanding shares of Common Stock.

 

(c)

Number of shares as to which such person has:

 

		Number of Shares of Common Stock
Reporting Person		(i)				(ii)				(iii)				(iv)
TRV II							547,916								547,916
TRV GP II							547,916								547,916
TRV GP II LLC							547,916								547,916
Levin			273,263				547,916				273,263				547,916
Starr			351,107				547,916				351,107				547,916
Tepper			221,537				547,916				221,537				547,916

 

(i)	Sole power to vote or direct the vote

(ii)	Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)	Shared power to dispose or to direct the disposition of

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 10 of 12 Pages

 

The percent of class was calculated based on 41,583,460 shares of common stock issued and outstanding as of November 17, 2017, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on November 15, 2017.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 11 of 12 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2018

 

 

 

 

 

 

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CUSIP No. 78667J108		SCHEDULE 13G		Page 12 of 12 Pages

 

 

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EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kevin Gillis his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer, member or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. Each of the undersigned may execute this power of attorney in separate counterparts, and each counterpart shall be deemed to be an original instrument. This agreement shall be effective as to each of the undersigned as of the date signed by that signatory.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 16th day of January, 2014.

 

 

 

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EXHIBIT 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2018

 

 

 

 

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