Sec Form 4 Filing - Goddard Glenn @ AGIOS PHARMACEUTICALS INC - 2014-01-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Goddard Glenn
2. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS INC [ AGIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President, Finance
(Last) (First) (Middle)
C/O AGIOS PHARMACEUTICALS, INC., 38 SIDNEY STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2014
(Street)
CAMBRIDGE, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/21/2014 M( 1 ) 10,000 A $ 0.4675 10,000 D
Common Stock 01/21/2014 S( 2 ) 10,000 D $ 34.7108 ( 3 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 9.05 01/21/2014 A 3,636 ( 4 ) 04/29/2023 Common Stock 3,636 $ 0 122,271 D
Stock Option (right to buy) $ 0.4675 01/21/2014 M( 1 ) 10,000 ( 5 ) 08/11/2020 Common Stock 10,000 $ 0 112,271 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goddard Glenn
C/O AGIOS PHARMACEUTICALS, INC.
38 SIDNEY STREET, 2ND FLOOR
CAMBRIDGE, MA02139
Senior Vice President, Finance
Signatures
/s/ Glenn Goddard 01/22/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 2 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 3 )The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $32.82 to $36.29. 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.
( 4 )This option was granted on April 30, 2013 for the purchase of 14,545 shares of common stock. The option vests as to 25% of the underlying 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 January 21, 2014, resulting in the vesting of the option as to 3,636 shares.
( 5 )This option was granted on August 12, 2010. The shares underlying this option vest as to 25% of the underlying shares on July 1, 2011, with the remaining 75% vesting in 36 equal monthly installments thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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