AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2017

Jun 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2017-06-21

Reporting Person: Biller Scott (Chief Scientific Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-21	Common stock	M	4292	$9.05	Acquired	4556	Direct
2017-06-21	Common stock	S	4292	$55.00	Disposed	264	Direct
2017-06-21	Common stock	M	3000	$0.4675	Acquired	3264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-21	Stock option (right to buy)	$9.05	M	4292	Disposed	2023-04-29	Common stock (4292)	Direct
2017-06-21	Stock option (right to buy)	$0.4675	M	3000	Disposed	2020-12-06	Common stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	46470	Indirect

Footnotes

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

F2: This amount excludes 15,470 shares of common stock which were transferred on June 14, 2017 to a spousal lifetime access trust, of which the reporting person's wife is trustee.

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

F4: Shares held by a spousal lifetime access trust, of which the reporting person's wife is trustee. This amount includes 15,470 shares of common stock which were transferred on June 14, 2017 from the reporting person's direct holdings.

F5: 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 the remaining 50% of 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 this option as to 34,091 shares. On January 26, 2017, the Company's board of directors determined that the second performance milestone was achieved, resulting in the vesting of this option as to the remaining 34,090 shares.

F6: This option was granted on December 7, 2010. The shares underlying this option vest as to 25% of the shares on September 20, 2011, with the remaining 75% vesting in 36 equal monthly installments thereafter.