AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2015

Sep 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2015-09-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-24	Common stock	M	10000	—	Acquired	10000	Direct
2015-09-24	Common stock	F	4856	$88.89	Disposed	5144	Direct
2015-09-24	Common stock	M	856	$23.10	Acquired	6000	Direct
2015-09-24	Common stock	S	6000	$85.97	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-24	Restricted stock units	$	M	10000	Disposed		Common stock (10000)	Direct
2015-09-24	Stock option (right to buy)	$23.10	M	856	Disposed	2023-08-27	Common stock (856)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

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

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F4: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $85.09 to $87.70. 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: The restricted stock units were granted on September 24, 2014 and vested in full on September 24, 2015.

F6: This option was granted on August 28, 2013. The shares underlying this option vest as to 25% of the underlying shares on August 28, 2014, with the remaining 75% vesting in 36 equal monthly installments thereafter.