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: Schenkein David P (Director, Chief Executive Officer, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	187272	Indirect
Common Stock	187272	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.31	2019-08-12	Common Stock (379837)		Direct
Stock Option (right to buy)	$0.31	2019-08-12	Common Stock (247393)		Direct
Stock Option (right to buy)	$0.47	2021-03-01	Common Stock (36363)		Direct
Stock Option (right to buy)	$2.34	2022-04-05	Common Stock (18181)		Direct

Footnotes

F1: Reflects a 1-for-2.75 reverse stock split effected on July 11, 2013.

F2: Shares held by David P. Schenkein 2004 Revocable Trust, of which the reporting person is trustee and beneficiary.

F3: Shares held by Amy P. Schenkein 2004 Revocable Trust, of which the reporting person's spouse is trustee and beneficiary.

F4: This option was granted on August 13, 2009. The shares underlying this option vest as to 25% of the shares on August 1, 2010, with the remaining 75% vesting in 36 equal monthly installments thereafter.

F5: This option was granted on August 13, 2009 and is fully vested. The option vested as to 50% of the underlying shares upon the achievement of a performance milestone, as determined by the Issuer's board of directors on June 3, 2010, and as to the remaining 50% of the underlying shares in equal monthly installments through June 3, 2013.

F6: This option was granted on March 2, 2011. The shares underlying this option vested as to 25% of the shares on the date of grant and as to 25% of the shares upon the achievement of a performance milestone on July 19, 2013. The remaining 50% of the shares underlying the option vest in equal monthly installments through July 19, 2015.

F7: This option was granted on April 6, 2012 for the purchase of 72,727 shares of common stock. The option vests as to 25% upon the achievement of a performance milestone, as to an additional 50% upon the achievement of a second performance milestone, and as to the remaining 25% on the first anniversary of the first date that both performance milestones were achieved. The performance criteria for the first performance milestone were met on March 18, 2013, resulting in the vesting of the option as to 18,181 shares.