SEC Form 4 · accession 0001012975-17-000157

AGIOS PHARMACEUTICALS, INC. · AGIO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert Nelsen

Director

Period of report

Feb 21, 2017

Accepted (ET)

Feb 23, 2017 · 7:20 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001439222

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F7	Feb 21, 2017	S	1,780	$54.1733	D	417,265	I	By ARCH Venture Fund VII, L.P.
Common Stock^F2,F7	Feb 21, 2017	S	34,650	$50.5576	D	382,615	I	By ARCH Venture Fund VII, L.P.
Common Stock^F3,F7	Feb 22, 2017	S	46,938	$49.9043	D	335,677	I	By ARCH Venture Fund VII, L.P.
Common Stock^F4,F7	Feb 22, 2017	S	1,000	$50.3455	D	334,677	I	By ARCH Venture Fund VII, L.P.
Common Stock^F5,F7	Feb 23, 2017	S	42,596	$47.727	D	292,081	I	By ARCH Venture Fund VII, L.P.
Common Stock^F6,F7	Feb 23, 2017	S	8,400	$48.7478	D	283,681	I	By ARCH Venture Fund VII, L.P.
Common Stock^F8	Jun 30, 2016	J	25,412	—	A	73,078	D
Common Stock^F8	Aug 8, 2016	J	36,152	—	A	109,230	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.00 to $54.36. The reporting person undertakes to provide to AGIO, any security holder of AGIO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5) and (6) to this Form 4.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.50 to $50.74.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.25 to $50.25.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.255 to $50.68.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.50 to $48.24.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.51 to $49.06.
F7These shares are owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"). The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"). The Managing Directors of ARCH VII LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VII. Each Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
F8Distribution of Common Stock held by a limited partnership to its partners for no consideration. Change from indirect to direct ownership of shares previously reported as beneficially owned by the reporting person.