AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2016

Jul 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2016-07-25

Reporting Person: Cantley Lewis Clayton Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-25	Common stock	S	627	$41.85	Disposed	112167	Direct
2016-07-25	Common stock	S	625	$41.85	Disposed	112193	Indirect
2016-07-26	Common stock	S	627	$43.74	Disposed	111540	Direct
2016-07-26	Common stock	S	625	$43.74	Disposed	111568	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	12500	Indirect
Common stock	12500	Indirect

Footnotes

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

F2: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $41.09 to $42.58. 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.

F3: Shares held by Vicki Lee Sato, who is the reporting person's spouse.

F4: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $43.42 to $44.02. 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 a grantor retained annuity trust for the benefit of the reporting person and his two children, of which the reporting person is trustee and sole annuitant. On July 19, 2016, the reporting person contributed 12,500 shares of common stock to the trust.

F6: Shares held by a grantor retained annuity trust for the benefit of the reporting person's spouse and her two children, of which the reporting person's spouse is trustee and sole annuitant. On July 19, 2016, the reporting person's spouse contributed 12,500 shares of common stock to the trust.