FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Goldberg Mark Alan
2. Issuer Name and Ticker or Trading Symbol

ImmunoGen, Inc. [ IMGN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O IMMUNOGEN, INC., 830 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

6/16/2021
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Share Unit $0 (1)6/16/2021  A   15000     (3)(2) (2)Common Stock (2)15000 $0 (1)124876 D  
Stock Option (right to buy) $6.77 6/16/2021  A   44000     (4)6/16/2031 Common Stock 44000 $6.77 44000 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 Common Stock of the Company upon the reporting person's retirement from the Board of Directors.
(3) The deferred share units vest quarterly on each of 9/1/21, 12/1/21, 3/1/22, and 6/1/22, contingent upon the individual remaining a director as of each vesting date.
(4) Exercisable as to 11,000 shares on each of 9/1/21, 12/1/21, 3/1/22, and 6/1/22, contingent upon the individual remaining a director as of each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Goldberg Mark Alan
C/O IMMUNOGEN, INC.
830 WINTER STREET
WALTHAM, MA 02451
X



Signatures
/s/ Joseph J. Kenny, attorney in fact6/17/2021
**Signature of Reporting PersonDate

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