AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2014-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common stock	M	947	$0.4675	Acquired	947	Direct
2014-04-01	Common stock	M	3053	$0.6875	Acquired	4000	Direct
2014-04-01	Common stock	S	4000	$38.08	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Stock option (right to buy)	$0.4675	M	947	Disposed	2020-08-11	Common stock (947)	Direct
2014-04-01	Stock option (right to buy)	$0.6875	M	3053	Disposed	2021-09-14	Common stock (3053)	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 $36.58 to $39.57. 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 August 12, 2010. The shares underlying this option vest as to 25% of the underlying shares on July 1, 2011, with the remaining 75% vesting in 36 equal monthly installments thereafter.

F5: 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.