Schenkein David P Form 4 AGIOS PHARMACEUTICALS / David P Schenkein ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schenkein David P

(Last) (First) (Middle)

C/O AGIOS PHARMACEUTICALS, INC.

88 SIDNEY STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/01/2018		M(1)		12,892	A	$0.4675	12,892	D
Common stock	06/01/2018		M(1)		108	A	$2.34	13,000	D
Common stock	06/01/2018		S(2)		1,510	D	$94.37(3)	11,490	D
Common stock	06/01/2018		S(2)		8,200	D	$95.11(4)	3,290	D
Common stock	06/01/2018		S(2)		3,190	D	$96.4(5)	100	D
Common stock	06/01/2018		S(2)		100	D	$96.91	0	D
Common stock								271,772	I	See footnote(6)
Common stock								79,082	I	See footnote(7)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$0.4675	06/01/2018		M(1)			12,892	(8)	03/01/2021	Common stock	12,892	$0.00	0	D
Stock option (right to buy)	$2.34	06/01/2018		M(1)			108	(9)	04/05/2022	Common stock	108	$0.00	72,619	D

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 $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.

4. 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.

5. 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.

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

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

8. 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.

9. 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.

Remarks:

	/s/ William Cook, as Attorney in Fact for David Schenkein	06/05/2018
	** Signature of Reporting Person	Date
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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