AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2017

Jun 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2017-06-13

Reporting Person: Cantley Lewis Clayton Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-13	Common stock	S	500	$50.64	Disposed	90197	Direct
2017-06-13	Common stock	S	500	$50.64	Disposed	90237	Indirect
2017-06-14	Common stock	S	500	$51.09	Disposed	89697	Direct
2017-06-14	Common stock	S	500	$51.09	Disposed	89737	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-13	Stock option (right to buy)	$50.73	A	8500	Acquired	2027-06-12	Common stock (8500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	25000	Indirect
Common stock	25000	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 $50.10 to $50.97. 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 $50.28 to $51.43. 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 grantor retained annuity trusts for the benefit of the reporting person and his two children, of which the reporting person is trustee and sole annuitant.

F6: Shares held by grantor retained annuity trusts for the benefit of the reporting person's spouse and their two children, of which the reporting person's spouse is trustee and sole annuitant.

F7: This option was granted on June 13, 2017. The shares underlying this option vest as to 100% of the underlying shares on June 13, 2018.