SEC Filing – Agios Pharmaceuticals, Inc.

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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^*

Miles Darrin

(Last)

(First)

(Middle)

C/O AGIOS PHARMACEUTICALS INC.

88 SIDNEY STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2021

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 Commercial 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	5,875	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⁾	08/03/2025	Common stock	30,000	110.91	D
Stock options (right to buy)	⁽²⁾	02/16/2026	Common stock	521	39.76	D
Stock options (right to buy)	⁽³⁾	02/21/2027	Common stock	12,338	50.4	D
Stock options (right to buy)	⁽⁴⁾	02/16/2028	Common stock	11,060	77.7	D
Stock options (right to buy)	⁽⁵⁾	02/22/2029	Common stock	8,690	58.86	D
Stock options (right to buy)	⁽⁶⁾	02/14/2030	Common stock	35,000	51.51	D
Restricted stock units	⁽⁷⁾	⁽⁷⁾	Common stock	922	⁽⁸⁾	D
Restricted stock units	⁽⁹⁾	⁽⁹⁾	Common stock	1,449	⁽⁸⁾	D
Restricted stock units	⁽¹⁰⁾	⁽¹⁰⁾	Common stock	26,000	⁽⁸⁾	D

Explanation of Responses:

1. This option was granted on August 3, 2015. The shares underlying this option are fully vested.

2. This option was granted on February 16, 2016. The shares underlying this option are fully vested.

3. This option was granted on February 21, 2017. The shares underlying this option vest as to 25% of the underlying shares on February 21, 2018, with the remaining 75% vesting in 36 equal monthly installments thereafter.

4. 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.

5. 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.

6. 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.

7. The restricted stock units were granted on February 16, 2018. Beginning on February 16, 2019, the shares underlying the restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

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

9. The restricted stock units were granted on February 22, 2019. Beginning on February 22, 2020, the shares underlying the restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

10. The restricted stock units were granted on February 14, 2020. Beginning on February 14, 2021, the shares underlying the restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

Remarks:

	/s/ William Cook, as Attorney in Fact for Darrin Miles	01/25/2021
	** 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.

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of James Burns 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 January, 2021.

/s/ Darrin Miles
Signature

Darrin Miles
Print Name