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: Flagship Ventures Fund 2007, L.P. (10% Owner)
Reporting Person: Flagship Ventures 2007 General Partner LLC (10% Owner)
Reporting Person: AFEYAN NOUBAR (10% Owner)
Reporting Person: KANIA EDWIN M JR (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (3636362)		Direct
Series C-2 Convertible Preferred Stock	$		Common Stock (224374)		Direct

Footnotes

F1: 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.

F2: These shares are held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner, LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC. Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

F3: 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.