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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (1887473)		Direct
Series C-2 Convertible Preferred Stock	$		Common Stock (2123453)		Direct

Footnotes

F1: The Series B Convertible Preferred Stock is convertible into Common Stock, without payment of further consideration, 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 owned directly by Celgene European Investment Company LLC, a wholly-owned subsidiary of Celgene Corproration ("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: The Series C-2 Convertible Preferred Stock is convertible into Common Stock, without payment of further consideration, 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.