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* STARR KEVIN P (Last) (First) (Middle) C/O THIRD ROCK VENTURES, L.P. 29 NEWBURY STREET (Street) BOSTON MA 02116 (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) X Director 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) 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	545,454(1)	I	See footnote(2)

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	(3)	(3)	Common Stock	4,727,272	(3)	I	See footnote(2)
Series C-2 Convertible Preferred Stock	(4)	(4)	Common Stock	291,687	(4)	I	See footnote(2)

Explanation of Responses:

1. Reflects a 1-for-2.75 reverse stock split effected on July 11, 2013.

2. These shares held by Third Rock Ventures, L.P. ("TRV LP"). The general partner of TRV LP is Third Rock Ventures GP, LP ("TRV GP"). The general partner of TRV GP is Third Rock Ventures GP, LLC ("TRV LLC"). Kevin Starr, a member of the Issuer's board of directors, is a manager of TRV LLC and may be deemed to have shared voting and investment power over the shares held by TRV LP. Mr. Starr disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.

3. 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.

4. 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:

	/s/ Kevin P. Starr	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).
** 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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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, John Duncan Higgons and Glenn Goddard,
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 10th day of July, 2013.

/s/ Kevin Starr
Kevin Starr