AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2015

Aug 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2015-08-03

Reporting Person: Schenkein David P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-03	Common stock	M	701	$0.3025	Acquired	232973	Indirect
2015-08-03	Common stock	M	7299	$31.64	Acquired	240272	Indirect
2015-08-03	Common stock	S	8000	$110.60	Disposed	232272	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-03	Stock option (right to buy)	$0.3025	M	701	Disposed	2019-08-12	Common stock (701)	Direct
2015-08-03	Stock option (right to buy)	$31.64	M	7299	Disposed	2024-03-04	Common stock (7299)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	79082	Indirect

Footnotes

F1: This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Shares held by David P. Schenkein 2004 Revocable Trust, of which the reporting person is trustee and beneficiary.

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 $109.59 to $111.17. 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: Shares held by Amy P. Schenkein 2004 Revocable Trust, of which the reporting person's spouse is trustee and beneficiary.

F6: This option was granted on August 13, 2009. The shares underlying this option vest as to 25% of the shares on August 1, 2010, with the remaining 75% vesting in 36 equal monthly installments thereafter.

F7: 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.