AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2013

Jul 23, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2013-07-23

Reporting Person: Arch Venture Fund VII LP (10% Owner)
Reporting Person: ARCH Venture Partners VII, L.P. (10% Owner)
Reporting Person: ARCH Venture Partners VII, LLC (10% Owner)
Reporting Person: BYBEE CLINTON (10% Owner)
Reporting Person: CRANDELL KEITH (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (3636362)		Direct
Series C-2 Convertible Preferred Stock	$		Common Stock (224374)		Direct

Footnotes

F1: The Series A Convertible Preferred Stock is convertible into Common Stock on a 1-for-2.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F2: These shares are held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

F3: The Series C-2 Convertible Preferred Stock is convertible into Common Stock on a 1-for-2.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.