AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2014

Jun 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2014-06-23

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
2014-06-23	Common Stock	J	1930369	$0.00	Disposed	1930369	Direct

Footnotes

F1: Effective June 23, 2014, Flagship Ventures Fund 2007, L.P. ("Flagship 2007"), the direct holder of the shares reported herein, distributed in-kind, and without consideration, a total of 1,930,369 shares of the Issuer's common stock to Flagship 2007's general and limited partners.

F2: These shares are held by Flagship 2007. Flagship Ventures 2007 General Partner, LLC ("Flagship 2007 LLC") is the sole general partner of Flagship 2007. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC and, as such, 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 these shares except to the extent of his or its pecuniary interest therein.