AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2014

Sep 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2014-09-26

Reporting Person: Goddard Glenn (Senior Vice President, Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-26	Common stock	M	227	$0.6875	Acquired	227	Direct
2014-09-26	Common stock	M	9725	$2.34	Acquired	9952	Direct
2014-09-26	Common stock	M	7548	$9.05	Acquired	17500	Direct
2014-09-26	Common stock	S	17500	$56.53	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-26	Stock option (right to buy)	$0.6875	M	227	Disposed	2021-09-14	Common stock (227)	Direct
2014-09-26	Stock option (right to buy)	$2.34	M	9725	Disposed	2022-04-05	Common stock (9725)	Direct
2014-09-26	Stock option (right to buy)	$9.05	M	7548	Disposed	2023-04-29	Common stock (7548)	Direct

Footnotes

F1: This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $55.00 to $57.88. The reporting person undertakes, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F4: This option was granted on September 15, 2011. The shares underlying this option vest as to 25% of the underlying shares on September 15, 2012, with the remaining 75% vesting in 36 equal monthly installments thereafter.

F5: This option was granted on April 6, 2012 for the purchase of 29,090 shares of common stock. The option vests as to 25% of the underlying shares upon the achievement of a performance milestone, as to an additional 50% upon the achievement of a second performance milestone, and as to the remaining 25% on the first anniversary of the first date that both performance milestones were achieved. The performance criteria for the first performance milestone were met on March 18, 2013. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 14,545 shares, and the remaining 7,273 shares will vest on April 4, 2015.

F6: This option was granted on April 30, 2013 for the purchase of 14,545 shares of common stock. The option vests as to 25% upon the achievement of a performance milestone, as to an additional 50% of the underlying shares upon the achievement of a second performance milestone, and as to the remaining 25% on the first anniversary of the first date that both performance milestones were achieved. The performance criteria for the first performance milestone was met on January 17, 2014. The performance criteria for the second performance milestone was met on April 4, 2014, resulting in the vesting of the option as to 7,273 shares, and the remaining 3,636 shares will vest on April 4, 2015.