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: Arch Venture Fund VII LP (10% Owner)
Reporting Person: ARCH Venture Partners VII, L.P. (10% Owner)
Reporting Person: ARCH Venture Partners VII, LLC (10% Owner)
Reporting Person: BYBEE CLINTON (10% Owner)
Reporting Person: CRANDELL KEITH (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-29	Common Stock	C	3860738	$0.00	Acquired	3860738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-29	Series A Convertible Preferred Stock	$	C	10000000	Disposed		Common Stock (3636363)	Direct
2013-07-29	Series C-2 Convertible Preferred Stock	$	C	617031	Disposed		Common Stock (224375)	Direct

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 ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest 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.