Item 2.02 Results of Operations and Financial Condition

On May 7, 2020, Sage Therapeutics, Inc. (the "Company" or "Sage") announced its financial results for the quarter ended March 31, 2020. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 7, 2020, the Company announced the promotion of Michael Cloonan, age 49, to serve as the Company's Chief Operating Officer, effective as of May 1, 2020. Prior to this appointment, Mr. Cloonan served as the Company's Chief Business Officer since April 2017. Prior to joining Sage, Mr. Cloonan worked in various leadership positions at Biogen, Inc. from 2003 to 2017. In connection with his promotion to Chief Operating Officer, Mr. Cloonan's annual base salary was increased from $485,000 to $500,000, effective as of May 1, 2020, and his target bonus increased from 40% to 50%.

In addition, on May 1, 2020, the Compensation Committee granted to Mr. Cloonan (i) an option (the "Option") to purchase 50,000 shares of the Company's common stock (the "Common Stock") and (ii) 25,000 performance-based restricted stock units ("PSUs"), in each case pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. The Option has an exercise price per share of $37.13, the closing price of the Common Stock on May 1, 2020, and a term of 10 years from May 1, 2020. The Option shall vest as to 12,500 shares of the Company's Common Stock on May 1, 2021, with the remainder vesting in 36 equal monthly installments thereafter, subject to Mr. Cloonan's continued service to the Company on each vest date. The PSUs shall vest upon the achievement of certain strategic clinical and/or commercial milestones.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.           Description

   99.1            Press release issued by Sage Therapeutics, Inc. on May 7, 2020,
                 furnished herewith.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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