The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.	
 	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

	OMB APPROVAL	

OMB Number:	
3235-0076	

Estimated average burden	

hours per response:	
4.00	

	

	

1. Issuer's Identity
CIK (Filer ID Number)	Previous Names	X	
None	

	Entity Type	
0001439222	 	X	
Corporation	

  	
Limited Partnership	

  	
Limited Liability Company	

  	
General Partnership	

  	
Business Trust	

  	
Other (Specify)	

	
Name of Issuer	 	 	
AGIOS PHARMACEUTICALS INC	 	 	
Jurisdiction of Incorporation/Organization	 	 	
DELAWARE	 	 	
Year of Incorporation/Organization	 	 	
  	
Over Five Years Ago	

X	
Within Last Five Years (Specify Year)	
2007	

  	
Yet to Be Formed	

 	 	
2. Principal Place of Business and Contact Information
Name of Issuer	 	 	
AGIOS PHARMACEUTICALS INC	 	 	
Street Address 1	Street Address 2	
38 Sidney Street	2nd Floor	
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer	
CAMBRIDGE	MASSACHUSETTS	02139	617-649-8600	
3. Related Persons
Last Name	First Name	Middle Name	
Schenkein	David	 	
Street Address 1	Street Address 2	 	
38 Sidney Street	2nd Floor	 	
City	State/Province/Country	ZIP/PostalCode	
Cambridge	MASSACHUSETTS	02139	
Relationship:	X	Executive Officer	  	Director	  	Promoter	
Clarification of Response (if Necessary):

Last Name	First Name	Middle Name	
Higgons	Duncan	 	
Street Address 1	Street Address 2	 	
38 Sidney Street	2nd Floor	 	
City	State/Province/Country	ZIP/PostalCode	
Cambridge	MASSACHUSETTS	02139	
Relationship:	X	Executive Officer	  	Director	  	Promoter	
Clarification of Response (if Necessary):

Last Name	First Name	Middle Name	
Nelsen	Robert	 	
Street Address 1	Street Address 2	 	
38 Sidney Street	2nd Floor	 	
City	State/Province/Country	ZIP/PostalCode	
Cambridge	MASSACHUSETTS	02139	
Relationship:	  	Executive Officer	X	Director	  	Promoter	
Clarification of Response (if Necessary):

Last Name	First Name	Middle Name	
Cole	Doug	 	
Street Address 1	Street Address 2	 	
38 Sidney Street	2nd Floor	 	
City	State/Province/Country	ZIP/PostalCode	
Cambridge	MASSACHUSETTS	02139	
Relationship:	  	Executive Officer	X	Director	  	Promoter	
Clarification of Response (if Necessary):

Last Name	First Name	Middle Name	
Cantley	Lewis	C.	
Street Address 1	Street Address 2	 	
38 Sidney Street	2nd Floor	 	
City	State/Province/Country	ZIP/PostalCode	
Cambridge	MASSACHUSETTS	02139	
Relationship:	  	Executive Officer	X	Director	  	Promoter	
Clarification of Response (if Necessary):

Last Name	First Name	Middle Name	
Starr	Kevin	 	
Street Address 1	Street Address 2	 	
38 Sidney Street	2nd Floor	 	
City	State/Province/Country	ZIP/PostalCode	
Cambridge	MASSACHUSETTS	02139	
Relationship:	  	Executive Officer	X	Director	  	Promoter	
Clarification of Response (if Necessary):

4. Industry Group
  	
Agriculture	

 	
Banking & Financial Services	

 	
  	
Commercial Banking	

  	
Insurance	

  	
Investing	

  	
Investment Banking	

  	
Pooled Investment Fund	

 	

 	
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?	

 	
  	
Yes	
  	
No	

	

  	
Other Banking & Financial Services	

	

  	
Business Services	

 	
Energy	

 	
  	
Coal Mining	

	

 	
  	
Electric Utilities	

	

 	
  	
Energy Conservation	

	

 	
  	
Environmental Services	

	

 	
  	
Oil & Gas	

	

 	
  	
Other Energy	

	

	 	
Health Care	

 	
  	
Biotechnology	

	

 	
  	
Health Insurance	

	

 	
  	
Hospitals & Physicians	

	

 	
X	
Pharmaceuticals	

	

 	
  	
Other Health Care	

	

  	
Manufacturing	

 	
Real Estate	

 	
  	
Commercial	

	

 	
  	
Construction	

	

 	
  	
REITS & Finance	

	

 	
  	
Residential	

	

 	
  	
Other Real Estate	

	

	  	

	
Retailing	

  	

	
Restaurants	

 	
Technology	

 	
  	
Computers	

	

 	
  	
Telecommunications	

	

 	
  	
Other Technology	

	

 	
Travel	

 	
  	
Airlines & Airports	

	

 	
  	
Lodging & Conventions	

	

 	
  	
Tourism & Travel Services	

	

 	
  	
Other Travel	

	

  	

	
Other	

	
5. Issuer Size
Revenue Range	OR	Aggregate Net Asset Value Range	 	 	 	 	 	 	 	 	
  	No Revenues	 	  	No Aggregate Net Asset Value	 	 	 	 	 	 	 	 	 	
  	$1 - $1,000,000	 	  	$1 - $5,000,000	 	 	 	 	 	 	 	 	 	 	
  	$1,000,001 - $5,000,000	 	  	$5,000,001 - $25,000,000	 	 	 	 	 	 	 	 	 	 	 	
  	$5,000,001 - $25,000,000	 	  	$25,000,001 - $50,000,000	 	 	 	 	 	 	 	 	 	 	 	 	
  	$25,000,001 - $100,000,000	 	  	$50,000,001 - $100,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	
  	Over $100,000,000	 	  	Over $100,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
X	Decline to Disclose	 	  	Decline to Disclose	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
  	Not Applicable	 	  	Not Applicable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
  	Rule 504(b)(1) (not (i), (ii) or (iii))	  	Rule 505	
  	Rule 504 (b)(1)(i)	X	Rule 506	
  	Rule 504 (b)(1)(ii)	  	Securities Act Section 4(5)	
  	Rule 504 (b)(1)(iii)	  	Investment Company Act Section 3(c)	
 	  	
Section 3(c)(1)	
  	
Section 3(c)(9)  	

	

  	
Section 3(c)(2)	
  	
Section 3(c)(10)	

	

  	
Section 3(c)(3)	
  	
Section 3(c)(11)	

	

  	
Section 3(c)(4)	
  	
Section 3(c)(12)	

	

  	
Section 3(c)(5)	
  	
Section 3(c)(13)	

	

  	
Section 3(c)(6)	
  	
Section 3(c)(14)	

	

  	
Section 3(c)(7)	

	

	
7. Type of Filing
X	New Notice	 	Date of First Sale	2010-04-14	 	  	First Sale Yet to Occur	
  	Amendment	 	 	 	 	 	 	 	 	
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?	 	  	
Yes	
X	
No	

	
9. Type(s) of Securities Offered (select all that apply)
X	Equity	  	Pooled Investment Fund Interests	
  	Debt	  	Tenant-in-Common Securities	
  	Option, Warrant or Other Right to Acquire Another Security	  	Mineral Property Securities	
  	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	  	Other (describe)	
 	 	
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	 	  	
Yes	
X	
No	

	
Clarification of Response (if Necessary):

11. Minimum Investment
Minimum investment accepted from any outside investor	$0	USD	
12. Sales Compensation
Recipient	Recipient CRD Number	
X	
None	

	 	
(Associated) Broker or Dealer	
X	
None	

	(Associated) Broker or Dealer CRD Number	
X	
None	

	 	
Street Address 1	Street Address 2	 	
City	State/Province/Country	ZIP/Postal Code	
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States	
  	
All States	

	  	
Foreign/non-US	

	 	
13. Offering and Sales Amounts
Total Offering Amount	$8,823,937	USD	or	
  	
Indefinite	

	
Total Amount Sold	$8,823,937	USD	 	
Total Remaining to be Sold	$0	USD	or	
  	
Indefinite	

	
Clarification of Response (if Necessary):

14. Investors

	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.	 	
 	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1	

	
15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions	$0	USD	  	
Estimate	

	
Finders' Fees	$0	USD	  	
Estimate	

	
Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 	$0	USD	  	
Estimate	

	
Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission
In submitting this notice, each issuer named above is:	

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).	
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer	Signature	Name of Signer	Title	Date	
AGIOS PHARMACEUTICALS INC	/s/ David Schenkein	David Schenkein	Chief Executive Officer	2010-04-16	
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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.