AGIOS PHARMACEUTICALS, INC. — Director's Dealing 2018

Jun 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGIOS PHARMACEUTICALS INC (AGIO)
CIK: 0001439222
Period of Report: 2018-06-01

Reporting Person: Schenkein David P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Common stock	M	12892	$0.4675	Acquired	12892	Direct
2018-06-01	Common stock	M	108	$2.34	Acquired	13000	Direct
2018-06-01	Common stock	S	1510	$94.37	Disposed	11490	Direct
2018-06-01	Common stock	S	8200	$95.11	Disposed	3290	Direct
2018-06-01	Common stock	S	3190	$96.40	Disposed	100	Direct
2018-06-01	Common stock	S	100	$96.91	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Stock option (right to buy)	$0.4675	M	12892	Disposed	2021-03-01	Common stock (12892)	Direct
2018-06-01	Stock option (right to buy)	$2.34	M	108	Disposed	2022-04-05	Common stock (108)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	271772	Indirect
Common stock	79082	Indirect

Footnotes

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

F2: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $93.72 to $94.71. 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.

F4: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $94.73 to $95.70. 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: The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $95.83 to $96.80. 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.

F6: Shares held by David P. Schenkein 2004 Revocable Trust, of which the reporting person is trustee and beneficiary.

F7: Shares held by Amy P. Schenkein 2004 Revocable Trust, of which the reporting person's spouse is trustee and beneficiary.

F8: This option was granted on March 2, 2011. The shares underlying this option vested as to 25% of the shares on the date of grant and as to 25% of the shares upon the achievement of a performance milestone on July 19, 2013. The remaining 50% of the shares underlying the option vested in equal monthly installments through July 19, 2015.

F9: This option was granted on April 6, 2012 for the purchase of 72,727 shares of common stock. The option vests as to 25% of the shares 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, resulting in the vesting of the option as to 18,181 shares. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 36,364 shares, and the remaining 18,182 shares vested on April 4, 2015.