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* Gheuens Sarah (Last) (First) (Middle) 88 SIDNEY STREET (Street) CAMBRIDGE MA 02139 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2021	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) Chief Medical 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	3,462	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	(1)	12/02/2029	Common stock	6,044	$38.72	D
Restricted stock units	(2)	(2)	Common stock	1,667	(3)	D
Restricted stock units	(4)	(4)	Common stock	6,486	(3)	D
Restricted stock units	(5)	(5)	Common stock	9,375	(3)	D
Stock option (right to buy)	(6)	02/10/2031	Common stock	3,243	$56.68	D

Explanation of Responses:

1. This option was granted on December 2, 2019. The shares underlying this option vest as to 25% of the underlying shares on December 2, 2020, with the remaining 75% vesting in 36 equal monthly installments thereafter.

2. The restricted stock units were granted on December 2, 2019. Beginning on December 2, 2020, the shares underlying the restricted stock units will vest in three equal annual installments.

3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

4. 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.

5. The restricted stock units were granted on December 23, 2020. The shares underlying the restricted stock units will vest in full on December 23, 2022.

6. 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.

Remarks:

	/s/ William Cook, as attorney-in-fact for Sarah Gheuens	09/10/2021
	** 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).
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