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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gheuens Sarah
(Last) (First) (Middle)
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)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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
Common stock 03/01/2024 M 3,834 A $0 37,708(1) D
Common stock 03/05/2024 S(2) 1,293 D $32.57 36,415 D
Common stock 03/01/2024 M 4,000 A $0 40,415 D
Common stock 03/05/2024 S(3) 1,349 D $32.57 39,066 D
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
Restricted stock units (4) 03/01/2024 A 17,000 (5) (5) Common stock 17,000 $0 17,000 D
Stock options (right to buy) $32.27 03/01/2024 A 60,000 (6) 03/01/2034 Common stock 60,000 $0 60,000 D
Restricted stock units (4) 03/01/2024 M 3,834 (7) (7) Common stock 3,834 $0 3,833 D
Restricted stock units (4) 03/01/2024 M 4,000 (8) (8) Common stock 4,000 $0 8,000 D
Explanation of Responses:
1. Includes 2,587 shares purchased through the Company's employee stock purchase plan.
2. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's restricted stock unit agreement dated March 1, 2022.
3. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's restricted stock unit agreement dated March 1, 2023.
4. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
5. The restricted stock units were granted on March 1, 2024. Beginning on March 1, 2025, the shares underlying the restricted stock units will vest in three equal annual installments.
6. This option was granted on March 1, 2024. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2025, with the remaining 75% vesting in 36 equal monthly installments thereafter.
7. The restricted stock units were granted on March 1, 2022. Beginning on March 1, 2023, the shares underlying the restricted stock units will vest in three equal annual installments.
8. The restricted stock units were granted on March 1, 2023. Beginning on March 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.
Remarks:
/s/ William Cook, as attorney-in-fact for Sarah Gheuens 03/05/2024
** 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.