Brian Goff - Jan 5, 2024 Form 4 Insider Report for AGIOS PHARMACEUTICALS, INC. (AGIO)

Role
Chief Executive Officer, Director
Signature
/s/ William Cook, as Attorney in Fact for Brian Goff
Stock symbol
AGIO
Transactions as of
Jan 5, 2024
Transactions value $
-$277,397
Form type
4
Date filed
1/9/2024, 04:28 PM
Previous filing
Aug 10, 2023
Next filing
Jan 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGIO Common stock Options Exercise $0 +25.5K +96% $0.00 52.1K Jan 5, 2024 Direct
transaction AGIO Common stock Sale -$277K -12.1K -23.15% $22.99 40.1K Jan 9, 2024 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 -25.5K -17.65% $0.00 119K Jan 5, 2024 Common stock 25.5K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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. This transaction was effected pursuant to durable automatic sale instructions consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Such instructions were included in the reporting person's restricted stock unit agreement dated August 8, 2022.
F2 Each performance share unit represents a contingent right to receive one share of the issuer's common stock.
F3 The PSUs were granted on August 8, 2022. The PSUs vest as to 15% of the underlying shares upon the achievement of a specified clinical milestone and as to the remaining 85% of the underlying shares upon the achievement of other clinical, research and regulatory milestones. The performance criteria for the specified clinical milestone was determined to have been met on January 5, 2024, resulting in the vesting of the PSUs as to 15% 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.