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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS INC [ AGIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/05/2018 | M(1) | 64 | A | $0.4675 | 53,123 | D | |||
Common stock | 02/05/2018 | M(1) | 2,936 | A | $9.05 | 56,059 | D | |||
Common stock | 02/05/2018 | S(2) | 799 | D | $74.89(3) | 55,260 | D | |||
Common stock | 02/05/2018 | S(2) | 1,100 | D | $75.7(4) | 54,160 | D | |||
Common stock | 02/05/2018 | S(2) | 701 | D | $76.76(5) | 53,459 | D | |||
Common stock | 02/05/2018 | S(2) | 400 | D | $78.03(6) | 53,059 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock options (right to buy) | $0.4675 | 02/05/2018 | M(1) | 64 | (7) | 12/06/2020 | Common stock | 64 | $0.00 | 1,803 | D | ||||
Stock options (right to buy) | $9.05 | 02/05/2018 | M(1) | 2,936 | (8) | 04/30/2023 | Common stock | 2,936 | $0.00 | 31,154 | D |
Explanation of Responses: |
1. This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
3. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $74.16 to $75.06. 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. |
4. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $75.31 to $76.26. 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. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $76.44 to $77.20. 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. |
6. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $77.63 to $78.45. 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. |
7. This option was granted on December 7, 2010. The shares underlying this option vested as to 25% of the shares upon the achievement of a performance milestone, and as to the remaining 75% in 36 equal monthly installments thereafter. The performance criteria was met on June 23, 2015. |
8. This option was originally granted on April 30, 2013 for the purchase of 68,181 shares of common stock. The option vests as to 50% of the underlying shares upon the achievement of a performance milestone, and as to the remaining 50% of upon the achievement of a second performance milestone. The Company's board of directors determined that the first performance milestone was achieved on December 3, 2015, resulting in the vesting of this option as to 34,091 shares. On January 26, 2017, the Company's board of directors determined that the second performance milestone was achieved, resulting in the vesting of this option as to the remaining 34,090 shares. |
Remarks: |
/s/ William Cook, as Attorney-in-fact for Scott Biller | 02/07/2018 | |
** 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. |