AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2013

Jul 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2013-07-29

Reporting Person: Celgene European Investment Co LLC (10% Owner)
Reporting Person: CELGENE CORP /DE/ (10% Owner)
Reporting Person: Celgene Alpine Investment Co., LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-29	Common Stock	C	1887473	—	Acquired	1887473	Direct
2013-07-29	Common Stock	C	2123453	—	Acquired	4010926	Direct
2013-07-29	Common Stock	P	708333	$18.00	Acquired	708333	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-29	Series B Convertible Preferred Stock	$	C	5190551	Disposed		Common Stock (1887473)	Direct
2013-07-29	Series C-2 Convertible Preferred Stock	$	C	5839496	Disposed		Common Stock (2123453)	Direct

Footnotes

F1: Upon closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock automatically converted at a ratio of 1-for-2.75 into the number of shares of Common Stock shown in column 7 without payment of further consideration. The shares had no expiration date.

F2: These shares are owned directly by Celgene European Investment Company LLC, a wholly-owned subsidiary of Celgene Corporation ("Celgene"), and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

F3: Upon closing of the Issuer's initial public offering, each share of Series C-2 Convertible Preferred Stock automatically converted at a ratio of 1-for-2.75 into the number of shares of Common Stock shown in column 7 without payment of further consideration. The shares had no expiration date.

F4: These shares are owned directly by Celgene Alpine Investment Co., LLC, a wholly-owned subsidiary of Celgene, and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene European Investment Company LLC and Celgene disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.