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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Flagship Ventures Fund 2007, L.P.
(Last) (First) (Middle)
ONE MEMORIAL DRIVE, 7TH FLOOR
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AGIOS PHARMACEUTICALS INC [ AGIO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/23/2014 J 1,930,369(1) D $0.00 1,930,369 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
1. Name and Address of Reporting Person*
Flagship Ventures Fund 2007, L.P.
(Last) (First) (Middle)
ONE MEMORIAL DRIVE, 7TH FLOOR
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
1. Name and Address of Reporting Person*
AFEYAN NOUBAR
(Last) (First) (Middle)
ONE MEMORIAL DRIVE, 7TH FLOOR
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KANIA EDWIN M JR
(Last) (First) (Middle)
ONE MEMORIAL DRIVE, 7TH FLOOR
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures 2007 General Partner LLC
(Last) (First) (Middle)
ONE MEMORIAL DRIVE, 7TH FLOOR
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
Explanation of Responses:
1. Effective June 23, 2014, Flagship Ventures Fund 2007, L.P. ("Flagship 2007"), the direct holder of the shares reported herein, distributed in-kind, and without consideration, a total of 1,930,369 shares of the Issuer's common stock to Flagship 2007's general and limited partners.
2. These shares are held by Flagship 2007. Flagship Ventures 2007 General Partner, LLC ("Flagship 2007 LLC") is the sole general partner of Flagship 2007. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC and, as such, may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of these shares except to the extent of his or its pecuniary interest therein.
Remarks:
FLAGSHIP VENTURES FUND 2007, L.P., By: Flagship Ventures 2007 General Partner, LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph. D., Name: Noubar B. Afeyan, Ph. D., Title: Manager 06/25/2014
FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC, By: /s/ Noubar B. Afeyan, Ph. D, Name: Noubar B. Afeyan, Ph. D., Title: Manager 06/25/2014
/s/ Noubar B. Afeyan, Ph. D. 06/25/2014
/s/ Edwin M. Kania, Jr. 06/25/2014
** 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.
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