AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2014-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	M	5468	$0.4675	Acquired	5468	Direct
2014-03-06	Common Stock	S	5468	$35.54	Disposed	0	Direct
2014-03-07	Common Stock	M	9666	$0.4675	Acquired	9666	Direct
2014-03-07	Common Stock	M	2334	$0.6875	Acquired	12000	Direct
2014-03-07	Common Stock	S	12000	$45.10	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-05	Stock option (right to buy)	$31.64	A	40000	Acquired	2024-03-04	Common stock (40000)	Direct
2014-03-06	Stock option (right to buy)	$0.4675	M	5468	Disposed	2020-08-11	Common stock (5468)	Direct
2014-03-07	Stock option (right to buy)	$0.4675	M	9666	Disposed	2020-08-11	Common stock (9666)	Direct
2014-03-07	Stock option (right to buy)	$0.6875	M	2334	Disposed	2021-09-14	Common stock (2334)	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 $35.00 to $36.86. 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: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $45.00 to $46.45. 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.

F5: This option was granted on March 5, 2014. The shares underlying this option vest as to 25% of the underlying shares on March 5, 2015, with the remaining 75% vesting in 36 equal monthly installments thereafter.

F6: 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.

F7: 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.