Sarah Gheuens - Jun 28, 2023 Form 4 Insider Report for AGIOS PHARMACEUTICALS, INC. (AGIO)

Role: Chief Medical Officer
Signature: /s/ William Cook, as attorney-in-fact for Sarah Gheuens
Stock symbol: AGIO
Transactions as of: Jun 28, 2023
Transactions value $: -$48,411
Form type: 4
Date filed: 6/30/2023, 04:06 PM
Previous filing: Mar 3, 2023
Next filing: Jul 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGIO	Common stock	Options Exercise	$0	+5.75K	+28.58%	$0.00	25.9K	Jun 28, 2023	Direct
transaction	AGIO	Common stock	Sale	-$48.4K	-1.71K	-6.6%	$28.36	24.2K	Jun 30, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGIO	Performance share units	Options Exercise	$0	-5.75K	-50%	$0.00	5.75K	Jun 28, 2023	Common stock	5.75K		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sarah Gheuens is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance share units.
F2	Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
F3	The PSUs vest as to 50% of the underlying shares upon the achievement of a specified clinical milestone and as to 50% of the underlying shares upon the achievement of a specified research milestone. The performance criteria for the specified clinical milestone was determined to have been met on June 28, 2023, resulting in the vesting of the PSUs as to 50% of the underlying shares of common stock on that date. Vested shares will be delivered to the reporting person within three business days after such shares become vested.