Carman Alenson Form 4 AGIOS PHARMACEUTICALS / Carman Alenson 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^*

Alenson Carman

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2018

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

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)	$77.7	02/16/2018		A		9,480		(1)	02/15/2028	Common stock	9,480	$0.00	9,480	D
Restricted stock units	(2)	02/16/2018		A		2,800		(3)	(3)	Common stock	2,800	$0.00	2,800	D
Restricted stock units	(2)	02/16/2018		A		2,370		(4)	(4)	Common stock	2,370	$0.00	2,370	D

Explanation of Responses:

1. This option was granted on February 16, 2018. The shares underlying this option vest as to 25% of the underlying shares on February 16, 2019, with the remaining 75% vesting in 36 equal monthly installments thereafter.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

3. All of the restricted stock units will vest on February 16, 2020. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

4. The restricted stock units were granted on February 16,2018. The shares underlying the restricted stock units will vest in three equal annual installments on February 16, 2019, 2020 and 2021. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

Remarks:

	/s/ William Cook, as Attorney-in-fact for Carman Alenson	02/20/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.