Sec Form 4 Filing - STARR KEVIN P @ AGIOS PHARMACEUTICALS INC - 2015-02-19

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 STARR KEVIN P 2. Issuer Name and Ticker or Trading Symbol AGIOS PHARMACEUTICALS INC [ AGIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THIRD ROCK VENTURES, LLC, 29 NEWBURY STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2015 (Street) BOSTON, MA02116 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 02/19/2015 J( 1 ) 3,070,090 D $ 0 0 I See footnote ( 2 ) Common Stock 02/19/2015 J( 3 ) 760,195 A $ 0 760,195 I See footnote ( 4 ) Common Stock 02/19/2015 J( 5 ) 760,195 D $ 0 0 I See footnote ( 4 ) Common Stock 02/19/2015 J( 6 ) 157,867 A $ 0 184,386 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 Benefici ally 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STARR KEVIN P C/O THIRD ROCK VENTURES, LLC 29 NEWBURY STREET, 3RD FLOOR BOSTON, MA02116 X X Signatures /s/ Kevin Gillis by power of attorney for Kevin Starr 02/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Distribution of shares in kind by Third Rock Ventures, L.P. ("TRV") on a pro rata basis to its partners. ( 2 )The shares are directly held by TRV. The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC") and the Reporting Person is a Manager of TRV GP LLC, as such, each of TRV GP and TRV GP LLC and the Reporting Person exercises shared voting and investment power over the shares held of record by TRV. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any. ( 3 )TRV GP received shares distributed in kind by TRV on a pro rata basis to its partners. ( 4 )The shares are directly held by TRV GP. As such, each of TRV GP LLC and the Reporting Person exercises shared voting and investment power over the shares held of record by TRV GP. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any. ( 5 )Distribution of shares in kind by TRV GP on a pro rata basis to its partners. ( 6 )The Reporting Person received shares distributed in kind by TRV GP on a pro rata basis to its partners.

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).

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