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: THIRD ROCK VENTURES LP (10% Owner)
Reporting Person: Third Rock Ventures GP, L.P. (10% Owner)
Reporting Person: TRV GP, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	545454	Direct

Holdings (Derivative)

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

Footnotes

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

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 GP, LLC"). TRV GP and TRV GP, LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest 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.