AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2017

Feb 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2017-02-21

Reporting Person: NELSEN ROBERT (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	S	1780	$54.1733	Disposed	417265	Indirect
2017-02-21	Common Stock	S	34650	$50.5576	Disposed	382615	Indirect
2017-02-22	Common Stock	S	46938	$49.9043	Disposed	335677	Indirect
2017-02-22	Common Stock	S	1000	$50.3455	Disposed	334677	Indirect
2017-02-23	Common Stock	S	42596	$47.727	Disposed	292081	Indirect
2017-02-23	Common Stock	S	8400	$48.7478	Disposed	283681	Indirect
2016-06-30	Common Stock	J	25412	—	Acquired	73078	Direct
2016-08-08	Common Stock	J	36152	—	Acquired	109230	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.00 to $54.36. The reporting person undertakes to provide to AGIO, any security holder of AGIO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5) and (6) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.50 to $50.74.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.25 to $50.25.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.255 to $50.68.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.50 to $48.24.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.51 to $49.06.

F7: These shares are owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). The Managing Directors of ARCH VII LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Each Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.

F8: Distribution of Common Stock held by a limited partnership to its partners for no consideration. Change from indirect to direct ownership of shares previously reported as beneficially owned by the reporting person.