PAUL STEVEN M

SEC source: 0001193125-26-266129 · ownership.xml · derivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,200

Underlying: Common Stock · 15,200 shares

Expires 2036-06-10

F1 · derivative.exercise_date: The shares underlying this option shall vest upon the earlier of (i) June 10, 2027 and (ii) the date of the next Annual Meeting of Stockholders of the Issuer, subject to the Reporting Person's continued service on such vesting date.

SEC source: 0001193125-26-204465 · ownership.xml · derivative · entry 4

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 67,031 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date.

F1 · derivative.exercise_date: Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date.

F1 · derivative.expiration_date: Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date.

SEC source: 0001193125-26-204465 · ownership.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 863,031

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date.

SEC source: 0001193125-26-204465 · ownership.xml · derivative · entry 3

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 991,192

Underlying: Common Stock · 991,192 shares

Expires 2036-04-29

SEC source: 0001193125-26-204465 · ownership.xml · derivative · entry 2

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,258

Underlying: Common Stock · 12,258 shares

Expires 2036-04-29

F2 · derivative.exercise_date: The shares underlying this option shall vest in full on April 30, 2027, subject to the Reporting Person's continued service on such vesting date.

SEC source: 0001193125-25-203537 · ownership.xml · nonDerivative · entry 2

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Paul Capital Strategy III Fund LLC

Disclosed balance after: 41,666

F3 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $24.90 to $25.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: Shares held by Paul Capital Strategy III Fund LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

SEC source: 0001193125-25-203537 · ownership.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Paul Capital Strategy III Fund LLC

Disclosed balance after: 28,284

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $23.90 to $24.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: Shares held by Paul Capital Strategy III Fund LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

SEC source: 0000950170-25-087898 · ownership.xml · derivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 21,850

Underlying: Common Stock · 21,850 shares

Expires 2035-06-17

F1 · derivative.exercise_date: The shares underlying this option shall vest upon the earlier of (i) June 17, 2026 and (ii) the date of the next Annual Meeting of Stockholders of the Issuer, subject to the Reporting Person's continued service on such vesting date.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 18

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 22,800 shares

Expires 2023-02-08

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F9 · derivative.exercise_date: These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 17

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 146,900 shares

Expires 2032-02-16

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F8 · derivative.exercise_date: These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 16

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 161,850 shares

Expires 2031-02-22

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F7 · derivative.exercise_date: These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 15

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 135,992 shares

Expires 2030-02-13

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 14

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 71,121 shares

Expires 2019-06-27

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 13

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 616,703 shares

Expires 2019-06-26

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 12

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 15,205 shares

Expires 2029-04-07

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 11

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 87,494 shares

Expires 2029-03-28

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 10

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 449,463 shares

Expires 2029-03-20

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 9

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 757,045 shares

Expires 2028-08-08

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · derivative · entry 8

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 136,094 shares

Expires 2028-04-29

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F5 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F5 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 7

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Jann E. Paul GRAT III

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 6

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Steven M. Paul Family 2024 Trust

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 5

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · The Steven M Paul Revocable Trust

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F3 · shares: Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F3 · balance_after: Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 4

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Jann E Paul Revocable Trust

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 3

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Steve M. Paul Family 2021 Delaware Trust

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 2

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F4 · kind: Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

F4 · shares: Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F4 · price: Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

SEC source: 0001140361-24-013933 · form4.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,550

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F3 · balance_after: Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13.

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 7

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Steven M. Paul Family 2024 Trust

Disclosed balance after: 30,304

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 6

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · The Steven M Paul Revocable Trust

Disclosed balance after: 2,364

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 5

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · The Steven M Paul Revocable Trust

Disclosed balance after: 32,668

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 4

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Jann E Paul Revocable Trust

Disclosed balance after: 10,000

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 3

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Steve M. Paul Family 2021 Delaware Trust

Disclosed balance after: 30,304

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 2

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Jann E Paul Revocable Trust

Disclosed balance after: 40,304

SEC source: 0000950170-24-024999 · ownership.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Jann E Paul Revocable Trust

Disclosed balance after: 70,608

F1 · kind: On February 29, 2024, the Jann E Paul Revocable Trust, a family trust of which the reporting person is the trustee (the "Revocable Trust"), withdrew 47,378 shares of common stock from the Jann E. Paul GRAT III, a grantor retained annuity trust established for the benefit of the reporting person (the "GRAT"), in exchange for cash. The withdrawal of shares from the the GRAT resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the GRAT and a corresponding increase in the number of shares the reporting person beneficially owns indirectly through the Revocable Trust. The reporting person believes that this withdrawal of shares from the GRAT constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

SEC source: 0000950170-24-020397 · ownership.xml · derivative · entry 7

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 135,992

Underlying: Common Stock · 4,008 shares

Expires 2030-02-13

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: This option vested as to 25% of the shares on the first anniversary of the vesting commencement date of February 14, 2020, with additional vesting as to 6.25% of the shares underlying the option award on each three month anniversary thereafter.

SEC source: 0000950170-24-020397 · ownership.xml · derivative · entry 6

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 757,045

Underlying: Common Stock · 27,510 shares

Expires 2028-08-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: This option vested as to 1/30th of the shares underlying the option award on each one month anniversary of the vesting commencement date of June 15, 2018, except that 274,594 shares vested upon the closing of our Series B financing in March 2019, and 98,069 shares vested upon the closing of our initial public offering.

SEC source: 0000950170-24-020397 · ownership.xml · nonDerivative · entry 2

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,114

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950170-24-020397 · ownership.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 38,106

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950170-24-013963 · ownership.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,596

F1 · shares: Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the partial vesting of restricted stock units previously granted to the Reporting Person on February 9, 2023.

SEC source: 0001562180-24-000225 · primarydocument.xml · derivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,971

Underlying: Common Stock · 3,971 shares

Expires 2034-01-03

F1 · derivative.exercise_date: The reporting person elected to receive this stock option award in lieu of payment of all cash retainers that would otherwise be paid for the reporting person's service during 2024 on the issuer's board or its committees, as permitted under the issuer's amended and restated non-employee director compensation policy. The stock option is granted under and subject to the terms of the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. The option will vest in full on December 31, 2024, subject to the reporting person's continued service through such date.

SEC source: 0001562180-23-005261 · primarydocument.xml · derivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Common Stock · 10,000 shares

Expires 2033-06-15

F1 · derivative.exercise_date: The stock option award was issued pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan in accordance with the terms of the Amended and Restated Non-Employee Director Compensation Policy. The option will vest in full upon the earlier to occur of June 15, 2024 or the day immediately prior to the 2024 Annual Meeting of Sage's stockholders, subject to continued service as a director on such date.

SEC source: 0000899243-23-004747 · doc4.xml · derivative · entry 7

PAUL STEVEN M · CIK 0001237564 · Director · CSO and President of R&D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,800

Underlying: Common Stock · 22,800 shares

Expires 2023-02-08

F2 · derivative.exercise_date: 25% of this option shall vest on February 9, 2024, and the remaining 75% shall vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

SEC source: 0000899243-23-004747 · doc4.xml · nonDerivative · entry 5

PAUL STEVEN M · CIK 0001237564 · Director · CSO and President of R&D

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,400

F1 · shares: Comprised of restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest annually in four 25% installments commencing on February 9, 2024, subject to continued service through such dates.

SEC source: 0001562180-23-000236 · primarydocument.xml · derivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,395

Underlying: Common Stock · 2,395 shares

Expires 2033-01-04

F1 · derivative.exercise_date: The reporting person elected to receive this stock option award in lieu of payment of all cash retainers that would otherwise be paid for the reporting person's service during 2023 on the issuer's board or its committees, as permitted under the issuer's amended and restated non-employee director compensation policy. The stock option is granted under and subject to the terms of the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan. The option will vest in full on December 31, 2023, subject to the reporting person's continued service through such date.

SEC source: 0001562180-22-007940 · primarydocument.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 78,539

F1 · kind: On November 28, 2022, the Steven Paul Revocable Trust, a family trust of which the reporting person is a trustee (the "Revocable Trust"), withdrew five shares of common stock from the Steven M. Paul GRAT VIII, a grantor retained annuity trust established for the benefit of the reporting person and his adult children (the "GRAT VIII"). In exchange for the five shares, the Revocable Trust contributed to the GRAT VIII $190.84 in cash, at a per share price equal to the average of the high and low prices of one share of the registrant's common stock on November 28, 2022. The reporting person believes that the withdrawal of the shares from the GRAT VIII constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

F2 · ownership.nature: Shares held directly by the Revocable Trust. Includes 77,533 shares previously held by the GRAT VIII and 1,000 shares previously held by the Steven M. Paul GRAT VII which were transferred by the reporting person to Revocable Trust on November 28, 2022, in transactions exempt from reporting pursuant to Rule 16a-13 prior to the filing of this Form 4. The reporting person disclaims Section 16 beneficial ownership of the shares held in the Revocable Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

SEC source: 0001562180-22-005202 · primarydocument.xml · derivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,947

Underlying: Common Stock · 9,947 shares

Expires 2032-06-16

F1 · derivative.exercise_date: The stock option award was issued pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan in accordance with the terms of the Amended and Restated Non-Employee Director Compensation Policy. The option will vest in full upon the earlier to occur of June 16, 2023 or the day immediately prior to the 2023 Annual Meeting of Sage's stockholders, subject to continued service as a director on such date.

SEC source: 0000899243-23-004747 · doc4.xml · nonDerivative · entry 4

PAUL STEVEN M · CIK 0001237564 · Director · CSO and President of R&D

10b5-1 filing: Not disclosed

Ownership: Indirect · Spouse (Jann E. Paul GRAT III)

Disclosed balance after: 106,485

SEC source: 0000899243-23-004747 · doc4.xml · nonDerivative · entry 3

PAUL STEVEN M · CIK 0001237564 · Director · CSO and President of R&D

10b5-1 filing: Not disclosed

Ownership: Indirect · Spouse (Jann E. Paul Revocable Trust)

Disclosed balance after: 0

SEC source: 0000899243-23-004747 · doc4.xml · nonDerivative · entry 2

PAUL STEVEN M · CIK 0001237564 · Director · CSO and President of R&D

10b5-1 filing: Not disclosed

Ownership: Indirect · Spouse (Jann E. Paul Revocable Trust)

Disclosed balance after: 106,485

SEC source: 0000899243-23-004747 · doc4.xml · nonDerivative · entry 1

PAUL STEVEN M · CIK 0001237564 · Director · CSO and President of R&D

10b5-1 filing: Not disclosed

Ownership: Indirect · Spouse (Jann E. Paul GRAT I)

Disclosed balance after: 0

SEC source: 0001735276-22-000039 · edgardoc.xml · derivative · entry 12

PAUL STEVEN M · CIK 0001237564 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 15,000 shares

Expires 2022-06-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: All sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 29, 2021. The 15,000 options exercised and sold by the reporting person were due to expire on June 21, 2022.