AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2015

Jul 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2015-07-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-23	Common stock	M	1319	$23.10	Acquired	1319	Direct
2015-07-23	Common stock	M	5681	$31.64	Acquired	7000	Direct
2015-07-23	Common stock	S	7000	$120.45	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-23	Stock option (right to buy)	$23.10	M	1319	Disposed	2023-08-27	Common stock (1319)	Direct
2015-07-23	Stock option (right to buy)	$31.64	M	5681	Disposed	2024-03-04	Common stock (5681)	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 $120.00 to $120.77. 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 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.

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.