Form 4: Sage Therapeutics CEO Disposes of Shares and Options Following Supernus Merger Completion

Sage Therapeutics, Inc. President and CEO Barry E. Greene disposed of over 100,000 common shares and 174,000 stock options as a result of the company's merger with Supernus Pharmaceuticals, Inc. subsidiary, Saphire, Inc., effective July 31, 2025.

Summary

• Sage Therapeutics, Inc. completed its merger with Saphire, Inc., a wholly-owned subsidiary of Supernus Pharmaceuticals, Inc., effective July 31, 2025.
• As part of the merger, each outstanding common share of Sage Therapeutics was cancelled and converted into the right to receive $8.50 per share in cash (the 'Closing Amount') plus one contingent value right (CVR).
• Each CVR represents the right to receive up to an additional $3.50 per share in cash upon the satisfaction of specified milestones.
• Barry E. Greene, President and CEO of Sage Therapeutics, disposed of 46,940 common shares and 53,229 common shares, totaling 100,169 shares, as a result of this merger.
• Additionally, 174,000 stock options held by Mr. Greene, with an exercise price of $6.97, were deemed fully vested, cancelled, and converted into a cash payment equal to the product of the excess of the Closing Amount ($8.50) over the exercise price ($6.97), multiplied by the number of shares subject to the option, plus one CVR for each share subject to the option.
• Options with an exercise price greater than or equal to the Closing Amount were cancelled with no consideration.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as the merger completed as planned, providing immediate cash value and potential upside through CVRs, despite the contingent nature of the latter.

Positives

• The merger successfully completed, providing immediate cash value of $8.50 per share to shareholders.
• Contingent Value Rights (CVRs) offer potential for additional cash payments of up to $3.50 per share based on future milestone achievements.
• Stock options with an exercise price below the Closing Amount were converted into cash and CVRs, providing value to option holders.

Negatives

• Shareholders no longer hold direct equity in Sage Therapeutics, Inc. following the merger.
• The full value of the CVRs (up to $3.50 per share) is contingent on the satisfaction of specified milestones and is not guaranteed.
• Stock options with an exercise price greater than or equal to the Closing Amount were cancelled without any consideration.

Risks

• The realization of the full $3.50 per share from the Contingent Value Rights (CVRs) is uncertain and depends entirely on the achievement of specified milestones.
• There is no guarantee that the milestones tied to the CVRs will be met, potentially resulting in a lower or zero additional payment.

Future Outlook

The future outlook for former Sage Therapeutics shareholders includes the potential to receive additional cash payments from the Contingent Value Rights (CVRs), which are dependent on the achievement of specified milestones.

Industry Context

This filing reflects the finalization of an acquisition within the pharmaceutical industry, where larger companies often acquire smaller, specialized firms to expand their product pipelines or market reach. The use of Contingent Value Rights (CVRs) is a common mechanism in biotech and pharma mergers to bridge valuation gaps and share future development risks/rewards.

Stakeholder Impact

• Shareholders of Sage Therapeutics received a cash payment and CVRs for their shares, concluding their direct equity ownership.
• Employees holding stock options, such as Barry E. Greene, had their options converted into cash and CVRs based on the merger terms.

Next Steps

• Monitoring the achievement of specified milestones that trigger payments for the Contingent Value Rights (CVRs).

Key Dates

Keywords

Sage Therapeutics, Supernus Pharmaceuticals, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, Contingent Value Right, CVR, Barry E. Greene