FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Arbuckle Stuart A

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/23/2018 

3. Issuer Name and Ticker or Trading Symbol

IMMUNOGEN INC [IMGN]

(Last)        (First)        (Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED, 50 NORTHERN AVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BOSTON, MA 02210       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Unit   4/1/2018   (2) (3)   (2) Common Stock   (2) 6500   $0   (1) D    
Stock Option (right to buy)   3/1/2018   (4) 1/23/2028   Common Stock   4167   $8.20   D    

Explanation of Responses:
(1)  The deferred share units were issued pursuant to the Issuer's Compensation Policy for Non-Employee Directors and are convertible into Common Stock on a one-to-one basis
(2)  The vested deferred share units are to be settled 100% in shares of the Common Stock of the Company upon the reporting person's retirement from the Board of Directors.
(3)  The deferred share units vest ratably over a three year period in quarterly increments beginning on April 1, 2018, contingent upon the individual remaining a director as of each vesting date.
(4)  Exercisable as to 2,084 shares commencing on March 1, 2018 and 2,083 shares commencing on June 1, 2018, contingent upon the individual remaining a director as of each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arbuckle Stuart A
C/O VERTEX PHARMACEUTICALS INCORPORATED
50 NORTHERN AVE
BOSTON, MA 02210
X



Signatures
/s/ Craig Barrows, attorney in fact 1/24/2018
** 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 5(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.
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.
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