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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option (right to buy) | $ 0.47 | 11/16/2015 | M(1) | 10,909 | (4) | 03/01/2021 | Common stock | 10,909 | $ 0 | 214,113 | D | ||||
Stock option (right to buy) | $ 0.47 | 11/16/2015 | M(1) | 2,479 | (5) | 03/01/2021 | Common stock | 2,479 | $ 0 | 211,634 | D | ||||
Stock option (right to buy) | $ 2.34 | 11/16/2015 | M(1) | 6,612 | (6) | 04/05/2022 | Common stock | 6,612 | $ 0 | 205,022 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Higgons John Duncan C/O AGIOS PHARMACEUTICALS, INC. 88 SIDNEY STREET CAMBRIDGE, MA 02139 |
Chief Operating Officer |
/s/ Glenn Goddard, as Attorney-in-Fact for John Duncan Higgons | 11/18/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(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) | The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $60.32 to $62.77. The reporting person undertakes, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price |
(4) | This option was granted on March 2, 2011. The shares underlying this option vest as to 25% of the shares on January 31, 2012, with the remaining 75% vesting in 36 equal monthly installments thereafter. |
(5) | This option was granted on March 2, 2011 for the purchase of 3,636 shares of common stock. The option vests as to 33% of the underlying shares upon the achievement of a performance milestone and with the remaining 67% vesting in 24 equal monthly installments thereafter. The performance criteria for the performance milestone were met on July 19, 2013. |
(6) | This option was granted on April 6, 2012 for the purchase of 63,636 shares of common stock. The option vests as to 25% of the underlying shares upon the achievement of a performance milestone, as to an additional 50% upon the achievement of a second performance milestone, and as to the remaining 25% on the first anniversary of the first date that both performance milestones were achieved. The performance criteria for the first performance milestone were met on March 18, 2013, resulting in the vesting of the option as to 15,909 shares. The performance criteria for the second performance milestone were met on April 4, 2014, resulting in the vesting of the option as to 31,818 shares. The remaining 15,908 shares vested on April 4, 2015. |