SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Washburn Theodore James Jr.

(Last)

(First)

(Middle)

88 SIDNEY STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2021

3. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS, INC. [ AGIO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	2,515	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock options (right to buy)	⁽¹⁾	04/30/2027	Common stock	5,000	$51.2	D
Stock options (right to buy)	⁽²⁾	02/16/2028	Common stock	2,022	$77.7	D
Stock options (right to buy)	⁽³⁾	02/22/2029	Common stock	2,000	$58.86	D
Stock options (right to buy)	⁽⁴⁾	02/14/2030	Common stock	540	$51.51	D
Stock options (right to buy)	⁽⁵⁾	02/10/2031	Common stock	1,165	$56.68	D
Restricted stock units	⁽⁶⁾	⁽⁶⁾	Common stock	167	⁽⁷⁾	D
Restricted stock units	⁽⁸⁾	⁽⁸⁾	Common stock	720	⁽⁷⁾	D
Restricted stock units	⁽⁹⁾	⁽⁹⁾	Common stock	2,331	⁽⁷⁾	D
Restricted stock units	⁽¹⁰⁾	⁽¹⁰⁾	Common stock	4,150	⁽⁷⁾	D

Explanation of Responses:

1. This option was granted on May 1, 2017. The shares underlying this option are fully vested.

2. This option was granted on February 16, 2018. The shares underlying this option vest as to 25% of the underlying shares on February 16, 2019, with the remaining 75% vesting in 36 equal monthly installments thereafter.

3. This option was granted on February 22, 2019. The shares underlying this option vest as to 25% of the underlying shares on February 22, 2020, with the remaining 75% vesting in 36 equal monthly installments thereafter.

4. This option was granted on February 14, 2020. The shares underlying this option vest as to 25% of the underlying shares on February 14, 2021, with the remaining 75% vesting in 36 equal monthly installments thereafter.

5. This option was granted on February 10, 2021. The shares underlying this option vest as to 25% of the underlying shares on February 10, 2022, with the remaining 75% vesting in 36 equal monthly installments thereafter.

6. The restricted stock units were granted on February 22, 2019. Beginning on February 22, 2020, the shares underlying the restricted stock units will vest in three equal annual installments.

7. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

8. The restricted stock units were granted on February 14, 2020. Beginning on February 14, 2021, the shares underlying the restricted stock units will vest in three equal annual installments.

9. The restricted stock units were granted on February 10, 2021. Beginning on February 10, 2022, the shares underlying the restricted stock units will vest in three equal annual installments.

10. The restricted stock units were granted on August 1, 2021. The shares underlying the stock units will vest in full on August 1, 2023.

Remarks:

	/s/ William Cook, as attorney-in-fact for Theodore James Jr. Washburn	08/05/2021
	** 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 5 (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.