AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2015

Nov 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2015-11-16

Reporting Person: Higgons John Duncan (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-16	Common stock	M	10909	$0.47	Acquired	92744	Direct
2015-11-16	Common stock	M	2479	$0.47	Acquired	95223	Direct
2015-11-16	Common stock	M	6612	$2.34	Acquired	101835	Direct
2015-11-16	Common stock	S	20000	$61.51	Disposed	81835	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-16	Stock option (right to buy)	$0.47	M	10909	Disposed	2021-03-01	Common stock (10909)	Direct
2015-11-16	Stock option (right to buy)	$0.47	M	2479	Disposed	2021-03-01	Common stock (2479)	Direct
2015-11-16	Stock option (right to buy)	$2.34	M	6612	Disposed	2022-04-05	Common stock (6612)	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 $60.32 to $62.77. 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 March 2, 2011. The shares underlying this option vest as to 25% of the shares on January 31, 2012, with the remaining 75% vesting in 36 equal monthly installments thereafter.

F5: This option was granted on March 2, 2011 for the purchase of 3,636 shares of common stock. The option vests as to 33% of the underlying shares upon the achievement of a performance milestone and with the remaining 67% vesting in 24 equal monthly installments thereafter. The performance criteria for the performance milestone were met on July 19, 2013.

F6: This option was granted on April 6, 2012 for the purchase of 63,636 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, resulting in the vesting of the option as to 15,909 shares. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 31,818 shares. The remaining 15,908 shares vested on April 4, 2015.