AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2016-01-04

Reporting Person: Higgons John Duncan (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common stock	M	57024	$2.34	Acquired	118859	Direct
2016-01-04	Common stock	M	1975	$31.64	Acquired	120834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Stock option (right to buy)	$2.34	M	57024	Disposed	2022-04-05	Common stock (57024)	Direct
2016-01-04	Stock option (right to buy)	$31.64	M	1975	Disposed	2024-03-04	Common stock (1975)	Direct

Footnotes

F1: This option was granted on April 6, 2012 for the purchase of 63,636 shares of common stock. The option vests as to 25% upon the achievement of a performance milestone, as to an additional 50% upon the achievement of a second performance milestone, and as to the remaining 25% on the first anniversary of the first date that both performance milestones were achieved. The performance criteria for the first performance milestone were met on March 18, 2013. The performance criteria for the second performance milestone were met on April 4, 2014, and the remaining shares vested on April 4, 2015.

F2: 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.