Sarah Gheuens - Mar 1, 2024 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
Mar 1, 2024
Transactions value $
-$86,050
Form type
4
Date filed
3/5/2024, 04:20 PM
Previous filing
Feb 14, 2024
Next filing
Jun 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGIO Common stock Options Exercise $0 +3.83K +11.32% $0.00 37.7K Mar 1, 2024 Direct F1
transaction AGIO Common stock Sale -$42.1K -1.29K -3.43% $32.57 36.4K Mar 5, 2024 Direct F2
transaction AGIO Common stock Options Exercise $0 +4K +10.98% $0.00 40.4K Mar 1, 2024 Direct
transaction AGIO Common stock Sale -$43.9K -1.35K -3.34% $32.57 39.1K Mar 5, 2024 Direct F3

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 Restricted stock units Award $0 +17K $0.00 17K Mar 1, 2024 Common stock 17K Direct F4, F5
transaction AGIO Stock options (right to buy) Award $0 +60K $0.00 60K Mar 1, 2024 Common stock 60K $32.27 Direct F6
transaction AGIO Restricted stock units Options Exercise $0 -3.83K -50.01% $0.00 3.83K Mar 1, 2024 Common stock 3.83K Direct F4, F7
transaction AGIO Restricted stock units Options Exercise $0 -4K -33.33% $0.00 8K Mar 1, 2024 Common stock 4K Direct F4, F8
* 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 Includes 2,587 shares purchased through the Company's employee stock purchase plan.
F2 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 March 1, 2022.
F3 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 March 1, 2023.
F4 Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
F5 The restricted stock units were granted on March 1, 2024. Beginning on March 1, 2025, the shares underlying the restricted stock units will vest in three equal annual installments.
F6 This option was granted on March 1, 2024. The shares underlying this option vest as to 25% of the underlying shares on March 1, 2025, with the remaining 75% vesting in 36 equal monthly installments thereafter.
F7 The restricted stock units were granted on March 1, 2022. Beginning on March 1, 2023, the shares underlying the restricted stock units will vest in three equal annual installments.
F8 The restricted stock units were granted on March 1, 2023. Beginning on March 1, 2024, the shares underlying the restricted stock units will vest in three equal annual installments.