SCHEDULE: Madison Avenue Group Discloses 9.7% Stake in Sage Therapeutics
Beneficial Ownership Disclosure
A group of investment entities led by Madison Avenue Partners LP has disclosed beneficial ownership of 9.7% of Sage Therapeutics, Inc.'s common stock.
Summary
- Madison Avenue Partners LP, Madison Avenue International LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha collectively reported beneficial ownership of 6,077,065 shares of Sage Therapeutics, Inc. Common Stock.
- This aggregate amount represents approximately 9.7% of the outstanding Common Stock of Sage Therapeutics, Inc.
- The percentage is based on 62,620,694 Common Stock outstanding as of April 16, 2025, as disclosed in the Issuer's Annual Report on Form 8-K filed on June 13, 2025.
- The beneficial ownership was reported as of June 30, 2025.
- The Reporting Persons disclaim any intent to change or influence control of the issuer, except for activities solely in connection with a nomination under Rule 240.14a-11.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or outlook, beyond the fact of a significant investment.
Risks
- The Reporting Persons' activities are solely in connection with a nomination under Rule 240.14a-11, which could indicate potential shareholder activism or a push for board representation.
Future Outlook
NA
Industry Context
This filing indicates a significant institutional investment in Sage Therapeutics, a biopharmaceutical company. Large stakes by investment groups can signal confidence in a company's long-term prospects or, in cases involving Rule 14a-11, a desire for strategic or governance changes.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Engagement Intent | The Reporting Persons explicitly state that their activities are solely in connection with a nomination under Rule 240.14a-11, indicating a potential intent to nominate directors to the board. | NA | This could lead to increased shareholder activism, potential board changes, or influence on corporate strategy, which may impact corporate governance structure and decision-making. |
Stakeholder Impact
- Shareholders: The disclosure of a significant 9.7% stake by a group of investment entities could influence investor perception and potentially the stock price. The stated intent for director nomination under Rule 14a-11 suggests potential future engagement in corporate governance.
Key Dates
| Date | Description |
|---|---|
| 04/16/2025 | Date as of which 62,620,694 Common Stock were outstanding, used for percentage calculation. |
| 06/13/2025 | Date of Issuer's Annual Report on Form 8-K filing, disclosing outstanding shares. |
| 06/30/2025 | Date of event which required the filing of this statement (beneficial ownership reporting date). |
| 08/01/2025 | Signature date for EMAI Management, LLC. |
| 08/14/2025 | Signature date for Madison Avenue Partners LP, Madison Avenue International LP, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha. |
Keywords
Sage Therapeutics, SAGE, Beneficial Ownership, Schedule 13G, Institutional Investor, Shareholder Stake, Madison Avenue Partners, Common Stock, Biotechnology, Pharmaceuticals
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