Statement of Changes in Beneficial Ownership (4)

Date : 03/01/2019 @ 9:05PM
Source : Edgar (US Regulatory)
Stock : Agios Pharmaceuticals Inc (AGIO)
Quote : 37.74  -0.41 (-1.07%) @ 12:59AM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

Biller Scott
2. Issuer Name and Ticker or Trading Symbol

AGIOS PHARMACEUTICALS INC [ AGIO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Scientific Officer
(Last)          (First)          (Middle)

C/O AGIOS PHARMACEUTICALS, INC., 88 SIDNEY STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2019
(Street)

CAMBRIDGE, MA 02139
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock   2/27/2019     M (1)    1766   A $0.47   28277   D    
Common stock   2/27/2019     M (1)    4154   A $9.05   32431   D    
Common stock   2/27/2019     M (1)    3080   A $31.64   35511   D    
Common stock   2/27/2019     S (2)    9000   D $65.00   26511   D    
Common stock                  53059   I   See footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock option (right to buy)   $0.47   2/27/2019     M   (1)       1766      (4) 12/6/2020   Common stock   1766   $0.00   0   D    
Stock option (right to buy)   $9.05   2/27/2019     M   (1)       4154      (5) 4/30/2023   Common stock   4154   $0.00   0   D    
Stock option (right to buy)   $31.64   2/27/2019     M   (1)       3080      (6) 3/4/2024   Common stock   3080   $0.00   11782   D    

Explanation of Responses:
(1)  This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2)  This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(3)  Shares held by a spousal lifetime access trust, of which the reporting person's wife is the trustee.
(4)  This option was granted on December 7, 2010. The shares underlying this option vested as to 25% of the shares upon the achievement of a performance milestone, and as to the remaining 75% in 36 equal monthly installments thereafter. The performance criteria was met on June 23, 2015.
(5)  This option was originally granted on April 30, 2013 for the purchase of 68,181 shares of common stock. The option vests as to 50% of the underlying shares upon the achievement of a performance milestone, and as to the remaining 50% of upon the achievement of a second performance milestone. The Company's board of directors determined that the first performance milestone was achieved on December 3, 2015, resulting in the vesting of this option as to 34,091 shares. On January 26, 2017, the Company's board of directors determined that the second performance milestone was achieved, resulting in the vesting of this option as to the remaining 34,090 shares.
(6)  This option was granted on March 5, 2014. The shares underlying this option vest as to 25% of the shares on March 5, 2015, with the remaining 75% vesting in 36 equal monthly installments thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Biller Scott
C/O AGIOS PHARMACEUTICALS, INC.
88 SIDNEY STREET
CAMBRIDGE, MA 02139


Chief Scientific Officer

Signatures
/s/ William Cook, as Attorney-in-fact for Scott Biller 3/1/2019
** 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 4(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 control number.

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