Celgene Alpine Investment Form 4 AGIOS PHARMACEUTICALS / CORP /DE/ CELGENE 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^*

CELGENE CORP /DE/

(Last) (First) (Middle)

CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT NJ 07901

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2019

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

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

	Form filed by One Reporting Person
X	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	11/12/2019		P		403,225	A	$31	1,777,824	D
Common Stock								624,575	I	See footnote(1)
Common Stock								4,010,926	I	See footnote(2)
Common Stock								708,333	I	See footnote(3)

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

1. Name and Address of Reporting Person^*

CELGENE CORP /DE/

(Last) (First) (Middle)

CELGENE CORPORATION

86 MORRIS AVENUE

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Celgene European Investment Co LLC

(Last) (First) (Middle)

86 MORRIS AVENUE

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Celgene Switzerland LLC

(Last) (First) (Middle)

AON HOUSE

30 WOODBOURNE AVENUE

(Street)

PEMBROKE D0 HM 08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Celgene Alpine Investment Co., LLC

(Last) (First) (Middle)

86 MORRIS AVENUE

(Street)

SUMMIT X1 07901

(City) (State) (Zip)

Explanation of Responses:

1. Owned directly by Celgene Switzerland LLC, a wholly-owned subsidiary of Celgene Corporation ("Celgene"). Celgene and the other reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Owned directly by Celgene European Investment Company LLC, a wholly-owned subsidiary of Celgene. Celgene and the other reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Owned directly by Celgene Alpine Investment Co., LLC, a wholly-owned subsidiary of Celgene. Celgene and the other reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

	/s/ Kevin Mello, Manager, Celgene European Investment Company LLC	11/14/2019
	/s/ Kevin Mello, Manager, Celgene Switzerland LLC	11/14/2019
	/s/ Kevin Mello, Manager, Celgene Alpine Investment Co., LLC	11/14/2019
	/s/ David V. Elkins, Executive Vice President & Chief Financial Officer, Celgene Corporation	11/14/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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