AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2013

Jul 31, 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: STARR KEVIN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-29	Common Stock	C	5018960	$0.00	Acquired	5564414	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-29	Series A Convertible Preferred Stock	$	C	13000000	Disposed		Common Stock (4727272)	Indirect
2013-07-29	Series C-2 Convertible Preferred Stock	$	C	802141	Disposed		Common Stock (291688)	Indirect

Footnotes

F1: Represents the total number of shares received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares") and Series C-2 Convertible Preferred Stock (the "Series C-2 Shares", and together with the Series A Shares, collectively, the "Preferred Shares").

F2: These shares are held by Third Rock Ventures, L.P. ("TRV LP"). The general partner of TRV LP is Third Rock Ventures GP, LP ("TRV GP"). The general partner of TRV GP is Third Rock Ventures GP, LLC ("TRV LLC"). Kevin Starr, a member of the Issuer's board of directors, is a manager of TRV LLC and may be deemed to have shared voting and investment power over the shares held by TRV LP. Mr. Starr disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.

F3: Effective upon the closing of the Issuer's initial public offering of its Common Stock, each Preferred Share automatically converted at a ratio of 1-for-2.75 into the number of shares of Common Stock shown in column 7. The Preferred Shares had no expiration date.