Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Alenson Carman |
2. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS, INC.
[
AGIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Principal Accounting Officer |
(Last)
(First)
(Middle)
C/O AGIOS PHARMACEUTICALS INC., 88 SIDNEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock | 2/16/2020 | | M | | 790 | A | (1) | 974 | D | |
Common stock | 2/16/2020 | | M | | 2800 | A | (1) | 3774 | D | |
Common stock | 2/18/2020 | | F | | 1163 | D | $52.01 | 2611 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted stock units | (1) | 2/14/2020 | | A | | 2666 | | (2) | (2) | Common stock | 2666.0 | $0 | 2666 | D | |
Restricted stock unit | (1) | 2/14/2020 | | A | | 4800 | | (3) | (3) | Common stock | 4800.0 | $0 | 4800 | D | |
Stock option (right to buy) | $51.51 | 2/14/2020 | | A | | 5332 | | (4) | 2/14/2030 | Common stock | 5332.0 | $0 | 5332 | D | |
Restricted stock units | (1) | 2/16/2020 | | M | | | 790 | (5) | (5) | Common stock | 790.0 | $0 | 790 | D | |
Restricted stock units | (1) | 2/16/2020 | | M | | | 2800 | (6) | (6) | Common stock | 2800.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
(2) | The restricted stock units were granted on February 14, 2020. Beginning on February, 2021, the shares underlying the restricted stock units will vest in three equal annual installments. |
(3) | The restricted stock units were granted on February 14, 2020. The shares underlying the restricted stock units will vest in full on February 14, 2022. |
(4) | 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. |
(5) | The restricted stock units were granted on February 16, 2018. The shares underlying the restricted stock units will vest in three equal annual installments on February 16, 2019, 2020 and 2021. Vested shares will be delivered to the reporting person within three business days after such shares become vested. |
(6) | All of the restricted stock units will vest on February 16, 2020. Vested shares will be delivered to the reporting person within three business days after such shares become vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Alenson Carman C/O AGIOS PHARMACEUTICALS INC. 88 SIDNEY STREET CAMBRIDGE, MA 02139 |
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| Principal Accounting Officer |
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Signatures
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/s/ William Cook as attorney-in-fact for Carman Alenson | | 2/19/2020 |
**Signature of Reporting Person | Date |
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