SEC Form 4 · accession 0001209191-18-035615

AGIOS PHARMACEUTICALS, INC. · AGIO

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

Reporting owner

David P Schenkein

Officer — Chief Executive Officer · Director

Period of report

Jun 1, 2018

Accepted (ET)

Jun 5, 2018 · 4:10 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	Jun 1, 2018	M	12,892	$0.4675	A	12,892	D
Common stock	Jun 1, 2018	M	108	$2.34	A	13,000	D
Common stock^F3	Jun 1, 2018	S	1,510	$94.37	D	11,490	D
Common stock^F4	Jun 1, 2018	S	8,200	$95.11	D	3,290	D
Common stock^F5	Jun 1, 2018	S	3,190	$96.40	D	100	D
Common stock	Jun 1, 2018	S	100	$96.91	D	0	D
Common stock^F6	holding	—	—		—	271,772	I	See footnote
Common stock^F7	holding	—	—		—	79,082	I	See footnote

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)^F8	$0.4675	Jun 1, 2018	M	12,892	D	—	Mar 1, 2021	Common stock	12,892	0	D
Stock option (right to buy)^F9	$2.34	Jun 1, 2018	M	108	D	—	Apr 5, 2022	Common stock	108	72,619	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 $93.72 to $94.71. 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.
F4The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $94.73 to $95.70. 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.
F5The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $95.83 to $96.80. 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.
F6Shares held by David P. Schenkein 2004 Revocable Trust, of which the reporting person is trustee and beneficiary.
F7Shares held by Amy P. Schenkein 2004 Revocable Trust, of which the reporting person's spouse is trustee and beneficiary.
F8This option was granted on March 2, 2011. The shares underlying this option vested as to 25% of the shares on the date of grant and as to 25% of the shares upon the achievement of a performance milestone on July 19, 2013. The remaining 50% of the shares underlying the option vested in equal monthly installments through July 19, 2015.
F9This option was granted on April 6, 2012 for the purchase of 72,727 shares of common stock. The option vests as to 25% of the 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 18,181 shares. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 36,364 shares, and the remaining 18,182 shares vested on April 4, 2015.