SEC FORM 4 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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cantley Lewis Clayton Jr.

(Last) (First) (Middle)
C/O AGIOS PHARMACEUTICALS, INC.
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017
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 10/16/2017 S(1) 1,000 D $71.09(2) 84,394 D
Common stock 10/16/2017 S(1) 1,000 D $71.09(2) 84,434 I See footnote(3)
Common stock 10/17/2017 S(1) 1,000 D $71.1(4) 83,394 D
Common stock 10/17/2017 S(1) 1,000 D $71.1(4) 83,434 I See footnote(3)
Common stock 20,803 I See footnote(5)
Common stock 20,803 I See footnote(6)
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
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $70.58 to $71.83. 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.
3. Shares held by Vicki Lee Sato, who is the reporting person's spouse.
4. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $70.71 to $71.51. 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.
5. Shares held by grantor retained annuity trusts for the benefit of the reporting person and his two children, of which the reporting person is trustee and sole annuitant.
6. Shares held by grantor retained annuity trusts for the benefit of the reporting person's spouse and their two children, of which the reporting person's spouse is trustee and sole annuitant.
Remarks:
/s/ William Cook, as Attorney-in-fact for Lewis C. Cantley Jr. 10/18/2017
** 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.
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of David P. 
Schenkein, Andrew Hirsch, Min Wang and William Cook, signing singly and each
acting individually, as the 
undersigned's true and lawful attorney-in-fact with full power and authority as
hereinafter described to:
       (1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or 
director of Agios Pharmaceuticals, Inc. (the ?Company?), Forms 3, 4, and 5
(including any amendments thereto) 
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder (the ?Exchange 
Act?);
       (2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or 
desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare,
complete and execute any 
amendment or amendments thereto, and timely deliver and file such form with the
United States Securities and 
Exchange Commission (the ?SEC?) and any stock exchange or similar authority,
including without limitation the 
filing of a Form ID or any other application materials to enable the undersigned
to gain or maintain access to the 
Electronic
 Data Gathering, Analysis and Retrieval system of the SEC;
       (3)	seek or obtain, as the undersigned?s representative and on the
undersigned?s behalf, information 
regarding transactions in the Company?s securities from any third party,
including brokers, employee benefit plan 
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such 
information to such attorney-in-fact and approves and ratifies any such release
of information; and
       (4)	take any other action of any type whatsoever in connection with the
foregoing which, in the 
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the 
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions 
as such attorney-in-fact may approve in such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform 
any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the 
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if 
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue 
of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the 
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor 
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with 
Section 16 of the Exchange Act.  The undersigned acknowledges that neither the
Company nor the foregoing 
attorneys-in-fact assume (i) any liability for the undersigned?s responsibility
to comply with the requirement of 
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) 
any obligation or liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to 
file Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the 
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing 
attorneys-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 
4th day of October, 2017.

/s/ Lewis. C. Cantley Jr.			
Signature

Lewis C. Cantley Jr.			
Print Name