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