SEC Form 4 · accession 0001209191-15-080927
AGIOS PHARMACEUTICALS, INC. · AGIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Duncan Higgons
Officer — Chief Operating Officer
Period of report
Nov 16, 2015
Accepted (ET)
Nov 18, 2015 · 4:19 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 | Nov 16, 2015 | M | 10,909 | $0.47 | A | 92,744 | D | |
| Common stock | Nov 16, 2015 | M | 2,479 | $0.47 | A | 95,223 | D | |
| Common stock | Nov 16, 2015 | M | 6,612 | $2.34 | A | 101,835 | D | |
| Common stockF3 | Nov 16, 2015 | S | 20,000 | $61.51 | D | 81,835 | 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 | $0.47 | Nov 16, 2015 | M | 10,909 | D | — | Mar 1, 2021 | Common stock | 10,909 | 214,113 | D |
| Stock option (right to buy)F5 | $0.47 | Nov 16, 2015 | M | 2,479 | D | — | Mar 1, 2021 | Common stock | 2,479 | 211,634 | D |
| Stock option (right to buy)F6 | $2.34 | Nov 16, 2015 | M | 6,612 | D | — | Apr 5, 2022 | Common stock | 6,612 | 205,022 | 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 $60.32 to $62.77. 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 March 2, 2011. The shares underlying this option vest as to 25% of the shares on January 31, 2012, with the remaining 75% vesting in 36 equal monthly installments thereafter.
- F5This option was granted on March 2, 2011 for the purchase of 3,636 shares of common stock. The option vests as to 33% of the underlying shares upon the achievement of a performance milestone and with the remaining 67% vesting in 24 equal monthly installments thereafter. The performance criteria for the performance milestone were met on July 19, 2013.
- F6This option was granted on April 6, 2012 for the purchase of 63,636 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, resulting in the vesting of the option as to 15,909 shares. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 31,818 shares. The remaining 15,908 shares vested on April 4, 2015.