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* Arch Venture Fund VII LP (Last) (First) (Middle) 8725 WEST HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2013	3. Issuer Name and Ticker or Trading Symbol AGIOS PHARMACEUTICALS INC [ AGIO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	3,636,362	(1)	D(2)
Series C-2 Convertible Preferred Stock	(3)	(3)	Common Stock	224,374	(3)	D(2)

1. Name and Address of Reporting Person* Arch Venture Fund VII LP (Last) (First) (Middle) 8725 WEST HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)

1. Name and Address of Reporting Person* ARCH Venture Partners VII, L.P. (Last) (First) (Middle) 8725 WEST HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)

1. Name and Address of Reporting Person* ARCH Venture Partners VII, LLC (Last) (First) (Middle) 8725 WEST HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)

1. Name and Address of Reporting Person* BYBEE CLINTON (Last) (First) (Middle) 8725 WEST HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)

1. Name and Address of Reporting Person* CRANDELL KEITH (Last) (First) (Middle) 8725 WEST HIGGINS ROAD, SUITE 290 (Street) CHICAGO IL 60631 (City) (State) (Zip)

Explanation of Responses:

1. The Series A Convertible Preferred Stock is convertible into Common Stock on a 1-for-2.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. These shares are held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

3. The Series C-2 Convertible Preferred Stock is convertible into Common Stock on a 1-for-2.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

Remarks:

	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P.	07/23/2013
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P.	07/23/2013
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC	07/23/2013
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	07/23/2013
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell	07/23/2013
	** 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).
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