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: STARR KEVIN P (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	545454	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (4727272)		Indirect
Series C-2 Convertible Preferred Stock	$		Common Stock (291687)		Indirect

Footnotes

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

F2: These shares 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: 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.

F4: 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.