SEC Form 4 · accession 0001209191-15-061930
AGIOS PHARMACEUTICALS, INC. · AGIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn Goddard
Officer — Senior Vice President, Finance
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 6:41 pm EDT
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 | Jul 17, 2015 | M | 909 | $0.6875 | A | 909 | D | |
| Common stock | Jul 17, 2015 | M | 7,273 | $2.34 | A | 8,182 | D | |
| Common stock | Jul 17, 2015 | M | 3,725 | $9.05 | A | 11,907 | D | |
| Common stock | Jul 17, 2015 | M | 1,093 | $23.10 | A | 13,000 | D | |
| Common stockF3 | Jul 17, 2015 | S | 13,000 | $113.71 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (right to buy)F4 | $0.6875 | Jul 17, 2015 | M | 909 | D | — | Sep 14, 2021 | Common stock | 909 | 108,189 | D |
| Stock option (right to buy)F5 | $2.34 | Jul 17, 2015 | M | 7,273 | D | — | Apr 5, 2022 | Common stock | 7,273 | 100,916 | D |
| Stock option (right to buy)F6 | $9.05 | Jul 17, 2015 | M | 3,725 | D | — | Apr 29, 2023 | Common stock | 3,725 | 97,191 | D |
| Stock option (right to buy)F7 | $23.10 | Jul 17, 2015 | M | 1,093 | D | — | Aug 27, 2023 | Common stock | 1,093 | 96,098 | D |
Explanation of responses
- F1This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F3The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $113.19 to $114.85. 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
- F4This option was granted on September 15, 2011. The shares underlying this option vest as to 25% of the underlying shares on September 15, 2012, with the remaining 75% vesting in 36 equal monthly installments thereafter.
- F5This option was granted on April 6, 2012 for the purchase of 29,090 shares of common stock. The option vests as to 25% of the underlying 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. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 14,545 shares, and the remaining 7,273 shares will vest on April 4, 2015.
- F6This option was granted on April 30, 2013 for the purchase of 14,545 shares of common stock. The option vests as to 25% upon the achievement of a performance milestone, as to an additional 50% of the underlying shares 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 was met on January 17, 2014. The performance criteria for the second performance milestone was met on April 4, 2014, resulting in the vesting of the option as to 7,273 shares, and the remaining 3,636 shares will vest on April 4, 2015.
- F7This option was granted on August 28, 2013. The shares underlying this option vest as to 25% of the underlying shares on August 28, 2014, with the remaining 75% vesting in 36 equal monthly installments thereafter.