AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2016-11-14

Reporting Person: Biller Scott (Chief Scientific Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-14	Common stock	S	5000	$65.00	Disposed	6000	Indirect
2016-11-14	Common stock	M	6889	$0.4675	Acquired	55159	Direct
2016-11-14	Common stock	M	14091	$9.05	Acquired	69250	Direct
2016-11-14	Common stock	M	6520	$31.64	Acquired	75770	Direct
2016-11-14	Common stock	S	27500	$65.00	Disposed	48270	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-14	Stock option (right to buy)	$0.4675	M	6889	Disposed	2020-12-06	Common stock (6889)	Direct
2016-11-14	Stock option (right to buy)	$9.05	M	14091	Disposed	2023-04-30	Common stock (14091)	Direct
2016-11-14	Stock option (right to buy)	$31.64	M	6520	Disposed	2024-03-04	Common stock (6520)	Direct

Footnotes

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

F2: Shares held by a spousal lifetime access trust, of which the reporting person's wife is trustee.

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

F4: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F5: This option was granted on December 7, 2010. The shares underlying this option vested as to 25% of the shares upon the achievement of a performance milestone, and as to the remaining 75% in 36 equal monthly installments thereafter. The performance criteria was met on June 23, 2015.

F6: This option was originally granted on April 30, 2013 for the purchase of 68,181 shares of common stock. The option vests as to 50% of the underlying shares upon the achievement of a performance milestone, and as to an additional 50% upon the achievement of a second performance milestone. The Company's board of directors determined that the first performance milestone was achieved on December 3, 2015, resulting in the vesting of the option as to 34,091 shares. The second performance milestone has not yet been met.

F7: This option was granted on March 5, 2014. The shares underlying this option vest as to 25% of the shares on March 5, 2015, with the remaining 75% vesting in 36 equal monthly installments thereafter.